Metro inc. — Proxy Solicitation & Information Statement 2025

Jan 17, 2025

metro

Montréal, January 16, 2025

BY SEDARPLUS

Autorité des marchés financiers
Ontario Securities Commission

-and-

Alberta Securities Commission
British Columbia Securities Commission
The Manitoba Securities Commission
(Collectively, the "Securities Commissions")

Dear Sirs/Mesdames:

RE: Metro inc (the "Company").
Management Information Circular 2024 (the "Circular")

We hereby re-file the Circular dated December 11, 2024. The Circular was modified to:

• disclose the fact that Ms. Christine Magee, a director of the Company, missed the Board and Committee meetings held in October and November 2023 due to a death in her family (reference added on page 31 of the English version and page 32 of the French version of the Circular);
• correct a display problem affecting two graphs in the English version of the Circular (page 46) and one graph in the French version of the Circular (page 48).
• Add a few clarifications regarding performance targets in the table on page 77 of the English version and page 79 of the French version of the Circular.

Please do not hesitate to contact the undersigned should you have any questions in connection with the foregoing.

Yours truly,

Fayçal Boutenbat
Legal Counsel and Assistant Corporate Secretary

Metro inc.
1055, Boulevard de la Pinière Ouest,
Terrebonne, Québec J6Y 0J5

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metro

Notice of 2025 Annual General Meeting of Shareholders and Management Proxy Circular

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Your Vote Matters

Choose to vote in one of three (3) ways:

A. by proxy;
B. in person at the Meeting; or
C. online at the Meeting.

Detailed voting instructions for non-registered and registered shareholders can be found under the section "Voting Information" of this Management Proxy Circular.

Location of Annual Meeting of Shareholders

Hybrid Meeting

We will hold our Meeting this year in a hybrid format, where you will have an equal opportunity to participate at the Meeting, regardless of your geographic location. You may attend the Meeting in person or via live webcast. We are committed to supporting shareholder engagement in our Meeting by using technology-enhanced shareholder communications methods. The in-person meeting will be held at Lumi Experience – 1250 René-Lévesque Boulevard West, 36th floor, Suite 3610, Montréal, Québec, H3B 4W8 and the virtual meeting will be available via live webcast online at https://meetings.lumiconnect.com/400-020-665-625.

How to attend the Meeting online

You will be able to attend, participate, submit questions and vote at the Meeting by logging in online (https://meetings.lumiconnect.com/400-020-665-625) and following the instructions under the "Voting Information" section set forth in this Management Proxy Circular.

How to attend the Meeting in person

If you attend the Meeting in person, you will only need to register at the registration desk at Lumi Experience – 1250 René-Lévesque Boulevard West, 36th floor, Suite 3610, Montréal, Québec, H3B 4W8.

METRO INC.

MANAGEMENT PROXY CIRCULAR 2024

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Letter to Shareholders

December 11, 2024

Dear Shareholders,

On behalf of the Board of Directors and Senior Management team of METRO, we are very pleased to invite you to join us at the 2025 Annual Meeting of Shareholders of METRO that will take place on January 28, 2025 at 10:00 a.m. (Eastern Time).

We will hold our Meeting this year in a hybrid format. The Meeting will be conducted simultaneously in person at Lumi Experience – 1250 René-Lévesque Boulevard West, 36th floor, Suite 3610, Montréal, Québec, H3B 4W8 and via live webcast. The webcast will be available at https://meetings.lumiconnect.com/400-020-665-625. Detailed information on how to participate in the virtual Meeting is included in this Circular.

At this Meeting, you will have the opportunity to obtain first-hand information on METRO, learn about our plans for the future, ask questions and be called upon to vote on matters described in this Circular. The hybrid format will allow those people who cannot attend in person the opportunity to attend the Meeting online as if they were physically present at the Meeting and regardless of your geographic location.

If you cannot attend the Meeting, we invite you to exercise your vote by proxy, as described in the attached documents.

We also invite you to consult our website (www.corpo.metro.ca) for information and our results. Also available online is the full text of our Annual Report, the Circular and other useful information.

As a valued shareholder, we appreciate and welcome your participation in the Annual Meeting of Shareholders of METRO.

Sincerely,

Pierre Boivin, Chair of the Board

Éric R. La Flèche, President and Chief Executive Office

METRO INC.

MANAGEMENT PROXY CIRCULAR 2024

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Contents

YOUR VOTE MATTERS ... I
LETTER TO SHAREHOLDERS ... II
CONTENTS ... III
QUICK LINKS ... IV
GLOSSARY ... V
NOTICE OF 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS ... 1
SUMMARY ... 2

1. VOTING INFORMATION ... 6
   1.1 HOW TO VOTE ... 7
   1.2 RULES OF CONDUCT FOR THE MEETING ... 9
   1.3 PROXYHOLDER ... 10
   1.4 HOW YOUR SHARES WILL BE VOTED? ... 11
   1.5 HOW DO I APPOINT SOMEONE ELSE TO ATTEND THE MEETING AND VOTE MY SHARES FOR ME? ... 11
   1.6 WHAT IF I CHANGE MY MIND? ... 12

2. GENERAL INFORMATION ... 13
   2.1 FORWARD-LOOKING INFORMATION ... 13
   2.2 NON-GAAP AND OTHER FINANCIAL MEASURES ... 13
   2.3 NOTICE AND ACCESS ... 13
   2.4 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ... 14
   2.5 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ... 14
   2.6 INTEREST OF INFORMED PERSONS AND OTHERS IN MATERIAL TRANSACTIONS ... 14
   2.7 SHAREHOLDER PROPOSALS ... 14

3. BUSINESS OF THE MEETING ... 15
   3.1 RECEIVING THE FINANCIAL STATEMENTS ... 16
   3.2 ELECTING DIRECTORS ... 16
   3.3 APPOINTING THE AUDITORS ... 17
   3.4 CONSIDERING AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION ... 20
   3.5 CONSIDERING THE RECONFIRMATION AND THE AMENDMENT AND RESTATEMENT OF THE CORPORATION'S SHAREHOLDER RIGHTS PLAN ... 20
   3.6 SHAREHOLDER PROPOSALS ... 22
   3.7 OTHER BUSINESS ... 22

4. THE BOARD ... 23
   4.1 INFORMATION ON THE BOARD ... 24
   4.2 INFORMATION ON DIRECTOR NOMINEES ... 26

5. DIRECTOR COMPENSATION ... 34
   5.1 DIRECTOR SHAREHOLDING GUIDELINES ... 35
   5.2 DEFERRED SHARE UNIT PLAN ... 36
   5.3 DIRECTOR COMPENSATION PAYMENT TABLE ... 36
   5.4 SHARE-BASED AWARDS ... 37

6. CORPORATE GOVERNANCE PRACTICES ... 38

METRO INC.
MANAGEMENT PROXY CIRCULAR 2024

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METRO INC.
MANAGEMENT PROXY CIRCULAR 2024
IV

6.1 BOARD OF DIRECTORS ... 39
6.2 PRESIDENT AND CEO ... 45
6.3 DIVERSITY ... 45
6.4 SHAREHOLDER ENGAGEMENT ... 47
6.5 ETHICAL BUSINESS CONDUCT ... 48
6.6 CORPORATE RESPONSIBILITY ... 50
6.7 GOVERNANCE DISCLOSURE ... 52

1. COMMITTEE REPORTS ... 53

7.1 GOVERNANCE AND CORPORATE RESPONSIBILITY COMMITTEE ... 54
7.2 AUDIT COMMITTEE ... 56
7.3 HUMAN RESOURCES COMMITTEE ... 59

1. EXECUTIVE COMPENSATION ... 63

8.1 EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS ... 64
8.2 COMPENSATION FOR FISCAL 2024 ... 85

1. ADDITIONAL INFORMATION ... 95
2. DIRECTORS' APPROVAL ... 95

EXHIBIT A – SHAREHOLDER RIGHTS PLAN ... 96

EXHIBIT B – RESOLUTION APPROVING THE RECONFIRMATION AND THE AMENDMENT AND RESTATEMENT OF THE CORPORATION'S SHAREHOLDER RIGHTS PLAN ... 103

EXHIBIT C – SHAREHOLDER PROPOSAL ... 104

EXHIBIT D – MANDATE OF THE BOARD OF DIRECTORS ... 109

Quick Links

VOTING INFORMATION ... 6
DIRECTOR NOMINEES ... 25
DIVERSITY ... 45
ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS ... 50
EXECUTIVE COMPENSATION ... 63

For more information regarding how to vote your Shares, please refer to the “Voting Information” section of this Circular. Please vote early to ensure that the voting rights associated to your shares are exercised during the Meeting. TSX Trust Company, our transfer agent, must have received your vote before 10:00 a.m. (Eastern Standard Time), on January 28, 2025.

Detailed voting instructions are provided under the section “Voting Information” of this Circular. Your vote is important.

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Glossary

In this management proxy circular, the following terms are defined as set forth below :

2024 Annual Report: The Company's 2024 Management's Discussion and Analysis and Consolidated Financial Statements dated December 11, 2024.

Adjusted EPS: Company's adjusted fully diluted net earnings per Share*.

Adjusted ROE: Company's return on Shareholders' equity based on adjusted net earnings*.

AIP: The Company's Annual Incentive Plan.

Annual Information Form: The Company's 2024 Annual Information Form dated December 11, 2024.

Audit Committee: The Company's Audit Committee.

Auditors: Ernst & Young LLP, Chartered Professional Accountants.

Board or Board of Directors: Board of Directors of the Company.

Board Matters: has the meaning given to it under Section 6.4 of this Circular.

CAGR: Compound annual growth rate.

Circular: Management Proxy Circular dated December 11, 2024.

Company, Corporation, METRO or we: METRO INC. and, as the case may be, its subsidiaries.

CPAB: Canadian Public Accountability Board.

Directors' Code of Ethics: Company's Code of Ethics applicable to the Directors of the Company.

DSU Plan: The Company's Deferred Share Unit Plan.

DSU(s): Deferred share unit(s) granted under the DSU Plan.

DSU Value: Average closing price of a Share on the TSX for the five (5) trading days preceding the date of the credit.

Employee Code of Conduct: Company's Code of conduct applicable to employees.

ESG: Environmental, social and governance.

EPSG: Company's adjusted fully diluted net earnings per share* growth.

F2024 or FY2024 or fiscal 2024: The Company's fiscal year beginning October 1, 2023, and ending September 28, 2024.

FLAG emissions: Forest, land and agriculture GHG emissions.

GAAP: Generally accepted accounting principles.

GHG emissions: Greenhouse gases emissions.

Governance Committee: Governance and Corporate Responsibility Committee of the Company.

Human Resources Committee: The Company's Human Resources Committee.

IFRS: International Financial Reporting Standards.

Jean Coutu Group: The Jean Coutu Group (PJC) Inc.

METRO INC.

MANAGEMENT PROXY CIRCULAR 2024

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LTIP: The Company's Long-Term Incentive Plan.

Market price: The closing price of a round lot of Shares traded on the TSX on the trading day immediately preceding the date of the grant of an Option.

Meeting: Annual General Meeting of Shareholders to be held on January 28, 2025.

NEO(s): has the meaning given to it under Section 8.1 of this Circular.

Notice: Written notice provided by a former director no later than December 1st of the calendar year following the year such former director ceases to be a director.

Notice of Meeting: Notice for the 2025 Annual General Meeting to be held on January 28, 2025.

Option(s): Stock option(s) granted under the Option Plan.

Option Plan: The Company's Stock Option Plan.

Policy Statement 58-201: Policy Statement 58-201 on corporate Governance Guidelines issued by the Canadian Securities Administrators

PSU(s): Performance share unit(s) granted under the PSU Plan.

PSU Plan: The Company's Performance Share Unit Plan.

Record Date: December 4, 2024.

SBTi: Science Based Target initiative.

Share(s) or Stock(s): The Company's common share(s).

TCFD: Task Force on Climate-Related Financial Disclosures.

TDC: Total direct compensation.

Termination Date: Moment a DSU holder ceases to be a director for any reason whatsoever.

Transaction: Acquisition of the Jean Coutu Group by the Company on May 11, 2018.

TSR: Total shareholder return.

TSX: Toronto Stock Exchange.

TSX Trust: TSX Trust Company.

Unit Buyback Date: Date the Notice is received.

METRO INC.
MANAGEMENT PROXY CIRCULAR 2024
VI

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Notice of 2025 Annual General Meeting of Shareholders

When

January 28, 2025, at 10:00 a.m. (Eastern Standard Time)

Where

In Person meeting will be held at Lumi Experience – 1250 René-Lévesque Boulevard West, 36th floor, Suite 3610, Montréal, Québec, H3B 4W8 OR

Virtual Meeting via a live webcast at https://meetings.lumiconnect.com/400-020-665-625 (password: metro2025)

Business of the Meeting

1. Receiving the Consolidated Financial Statements of the Company for the fiscal year ended September 28, 2024, and the report of the independent auditors thereon;
2. Electing directors;
3. Appointing auditors;
4. Considering and, if deemed appropriate, passing an advisory resolution on the Company's approach to executive compensation as described under section 3.4 of the Management Proxy Circular (the "Circular");
5. Considering and, if deemed appropriate, adopting an ordinary resolution approving the reconfirmation and the amendment and restatement of the Corporation's shareholder rights plan, all as more particularly described under section 3.5 of the Circular;
6. Considering and voting on the shareholder proposal set forth in Exhibit C of the Circular; and
7. Transacting such other business as may properly be brought forward at the Meeting.

Documents related to the Meeting

METRO INC. has decided to use the Notice and Access rules adopted by the Canadian Securities Administrators to reduce the volume of paper with respect to materials distributed for the purpose of the Meeting. Instead of receiving the Circular, shareholders will receive a Notice of Meeting with instructions on how to access the remaining Meeting materials online together with the form of proxy or voting instruction form, as the case may be. The Circular and other relevant materials are available on SEDAR+ (www.sedarplus.ca) or on the Company's corporate website (www.corpo.metro.ca/en/investor-relations/annual-general-meeting.html). Shareholders are advised to review the Meeting materials prior to voting. Any shareholder who wishes to receive a paper copy of the Meeting materials may, at no cost, request such printed copies by calling our proxy solicitation agent, Sodali & Co., toll-free at +1 888 444-0617 if you are in North America, or at +1 289 695-3075, if you are outside North America, or by emailing your request to assistance@sodali.com.

If a paper copy of the Meeting materials is required, we recommend sending the request as soon as possible, and ideally before January 14, 2025, in order to allow shareholders sufficient time to receive and review said Meeting materials and return the form of proxy or voting instruction form in the prescribed time. However, given that the Canadian postal services may be disrupted at the time the request is made, shareholders are strongly encouraged to access the Meeting materials online at SEDAR+ (www.sedarplus.ca) or on the Company's corporate website (corpo.metro.ca/en/investor-relations/annual-general-meeting.html).

Note:

The holders of common shares of record at the close of business (Eastern Standard Time) on December 4, 2024, are entitled to receive notice of, to attend and to vote at the Meeting.

The holders of common shares who are unable to attend the Meeting are requested to proceed according to the instructions provided in the Circular, and to return the form of proxy or voting instruction form at their earliest convenience, but before 10:00 a.m. (Eastern Standard Time) on January 28, 2025.

Shareholders may register and log into the live webcast platform as of 9:00 a.m. (Eastern Standard Time) on January 28, 2025. We would appreciate your early registration so that the Meeting may start promptly at 10:00 a.m. (Eastern Standard Time).

By order of the Board of Directors,

Simon Rivet, Corporate Secretary
Montréal, Québec
December 11, 2024

METRO INC.
MANAGEMENT PROXY CIRCULAR 2024

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Summary

Below are highlights of the important information you will find in this Circular. These highlights do not contain all the information that you should consider. You should therefore read the Circular in its entirety before voting.

Shareholder voting matters and voting recommendations

Election of 12 Directors	Appointment of Ernst & Young LLP, as external auditors
The Board of Directors and management recommend voting FOR each nominee.	The Board of Directors and management recommend voting FOR the appointment of the external auditors.
More information in section 3.2	More information in section 3.3
Advisory resolution on executive compensation	Approval of the Amended and Restated Shareholder Rights Plan
The Board of Directors recommends voting FOR the advisory resolution.	The Board of Directors recommends voting FOR the Shareholder Rights Plan resolution.
More information in section 3.4	More information in section 3.5

Shareholder Proposals

The Board of Directors and management recommend voting AGAINST the shareholder proposal.

More information in section 3.6

2024 business highlights

	Sales	Net earnings	Adjusted net earnings*	Fully diluted net earnings per share	Adjusted fully diluted net earnings per share*
Results	$21,219.9 million	$931.7 million	$972.9 million	$4.11	$4.30
Change from fiscal 2023 (%)	+2.4	-8.5	-3.3	-5.5	—

METRO INC.

MANAGEMENT PROXY CIRCULAR 2024

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Board of Directors highlights

| 12
Board size | 6.9 years
Average tenure | 97.86%
Approval of the "say on pay" at the 2024 Annual General Meeting |
| --- | --- | --- |
| 75%
Percentage of independent Board members | 42%
Percentage of director nominees who identify as being a woman | 1
Director nominee who identifies as being a member of a visible minority |

Director nominees

Name	Independent	First appointed	Committees	Fiscal 2024 meeting attendance	2024 number of shares voted in favour	2024 voting results	Other public boards
L.A. Beausoleil	Yes	2022	Audit, Governance	94%	178,359,545	99.29%	CAPREIT
M. Bertrand	Yes	2015	Governance (C), HR	100%	175,923,159	97.93%	—
P. Boivin	Yes	2019	Governance	100%	175,682,521	97.80%	National Bank of Canada
F.J. Coutu	No	2018	—	86%	179,573,200	99.97%	—
M. Coutu	No	2018	—	100%	179,573,432	99.97%	—
S. Coyles	Yes	2015	Audit, Governance	100%	178,163,094	99.18%	Sun Life Financial Inc.
G. Fortier	Yes	2024	HR	100%	179,565,671	99.96%	—
M. Guay	Yes	2016	Audit, HR (C)	100%	178,642,849	99.45%	Boston Pizza Royalties Income Fund
E. R. La Flèche	No	2008	—	100%	178,865,088	99.57%	Bank of Montreal
C. Magee	Yes	2016	Governance, HR	76%	176,891,321	98.47%	TELUS Corporation
B. McManus	Yes	2020	Audit (C), HR	100%	178,791,971	99.53%	Bank of Montreal
P. Satriano	Yes	2023	Audit	100%	179,550,104	99.95%	CarMax, Inc.

METRO INC.

MANAGEMENT PROXY CIRCULAR 2024

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Corporate Governance

The Board of Directors and Management of METRO consider corporate governance and sound market practices to be essential components of its operations and integral in achieving the Company's objective of enhancing value for its shareholders and in ensuring the Company's long-term viability.

Approval on advisory resolution on executive compensation (say-on-pay) at the 2024 Annual Meeting of Shareholders

Average vote in favour of the election of the director nominees in 2024

Highlights of our Corporate Governance Practices

Engaged and diverse Board

• 75% of our directors are independent
• 42% of directors identify as women, meeting the 30-40% target
• One (1) director identifies as being a member of a visible minority meeting the target for diversity other than gender diversity
• Directors are required to hold a minimum of three (3) times their annual base retainer in Shares and/or DSUs
• Shareholder Engagement Policy under which the Board proactively meets with key shareholders annually
• Rigorous Board succession planning

Best practices and policies

• Separation of the roles of CEO and Chair of the Board
• Only independent directors sit on Board Committees
• Directors' Code of Ethics
• Annual Director election
• Majority Voting Policy
• Policy on external boards
• Annual advisory vote on executive compensation
• Strong annual assessment of Board and Director effectiveness including one-on-one meetings between individual directors and the Chair of the Board
• Regular continuing education sessions for Directors

Strong oversight

• Board oversight of ESG matters and climate risk, including the approval of the Corporate Responsibility plans and the tracking of progress against goals set
• Board oversight on management compensation and succession planning
• Board oversight on cybersecurity

Executive compensation

Executive compensation highlights

• 81% of CEO compensation is at risk, of which most (58% of total compensation) is tied to long-term performance.
• 65% of other NEOs compensation is at risk, 38% of which is tied to long-term performance.
• At-risk compensation is predominantly linked to the Company's financial results.
• Approval by the Human Resources Committee or the Board of Directors is required before payment of any sums under the Annual Incentive Plan (AIP).
• Amounts payable under the Annual Incentive Plan are capped.
• Minimum shareholding requirements (in Shares) have been established for executive officers and other members of management.
• Hedging is not permitted.
• Compensation clawback in the event of restatement or misconduct.
• Option and PSU grants are limited to a set number under an established policy.
• PSUs vest over a period of three (3) years according to the performance level reached and Options vest over a period of five (5) years, starting two (2) years after the grant.

METRO INC.

MANAGEMENT PROXY CIRCULAR 2024

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Pay structure for fiscal 2024

President & CEO

Other NEOs

METRO INC.

MANAGEMENT PROXY CIRCULAR 2024

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METRO INC.
MANAGEMENT PROXY CIRCULAR 2024

1. Voting information

1.1 HOW TO VOTE ...7
1.2 RULES OF CONDUCT FOR THE MEETING ...9
1.3 PROXYHOLDER ...10
1.4 HOW YOUR SHARES WILL BE VOTED? ...11
1.5 HOW DO I APPOINT SOMEONE ELSE TO ATTEND THE MEETING AND VOTE MY SHARES FOR ME? ...11
1.6 WHAT IF I CHANGE MY MIND? ...12

6

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This Circular is provided in connection with the solicitation of proxies for the Company's Meeting to be held on Tuesday, January 28, 2025, at the place and time and for the purposes set forth in the enclosed Notice of Meeting, and all adjournments and postponements thereof.

The proxy is being solicited by the management of the Company. The solicitation will be made primarily by mail, but the directors, officers and employees of the Company may also solicit proxies by telephone, by fax, over the Internet, through advertisements or in person. The Company will also retain the services of other parties to solicit proxies, in particular Sodali & Co. The solicitation costs will be at the expense of the Company, including any costs in connection with the services provided by Morrow Sodali (Canada) Ltd. ("Sodali & Co") which are estimated at approximately $40,000.

In addition, the Company will, upon request, reimburse brokers and nominees for expenses reasonably incurred for forwarding voting instruction forms and accompanying material to non-objecting beneficial owners of Shares of the Company.

GIVEN A POSSIBLE CANADIAN POSTAL SERVICE DISRUPTION, SHAREHOLDERS ARE ENCOURAGED TO VOTE BY TELEPHONE OR ONLINE, AS PER THE INSTRUCTIONS PROVIDED BELOW.

1.1 How to vote

Holders of Shares of record at the close of business in Montréal (Québec), on the Record Date will be entitled to attend the Meeting and any adjournment or postponement thereof and exercise the voting rights attached to their Shares.

You are either a registered shareholder or a non-registered shareholder. You can vote in both cases, but the voting instructions vary depending on your status, as described below. The Company's transfer agent is TSX Trust.

| Registered shareholders
You are a registered shareholder if your name appears on a share certificate or on a direct registration statement of our transfer agent, TSX Trust. If you receive a form of proxy, it means that you are a registered shareholder. | | Non-registered shareholders
You are a non-registered shareholder when an intermediary (a bank, a trust company, a broker or another financial institution) holds your Shares for your benefit. If you receive a voting instruction form, it means you are a non-registered shareholder. | |
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| Option 1 – Voting rights exercised by proxy (in advance) | | | |
| Registered shareholders
Voting instructions can be given in multiple manners: | | Non-registered shareholders
You will receive a voting instruction form from your representative with respect to Shares held on your behalf. This form will contain instructions pertaining to the execution and transmission of the document. | |
| ☑ Internet
Go to www.meeting-vote.com and follow the instructions. | | ☑ Internet
Go to http://www.proxyvote.com and follow the instructions. | |
| ☑ Phone
Dial 1 888 489-7352 and an agent will help you vote by telephone. | | ☑ Phone
Dial, in Canada, 1 800 474-7493 or, in the United States, 1 800 454-8683 and follow the instructions. | |
| ☑ Email
Fill your form of proxy, scan it and send it by email at proxyvote@tmx.com. | | ☑ Mail
Return your filled voting instruction form in the prepaid envelope included with your voting instruction form. | |
| ☑ Fax
Fill your form of proxy and return it 1 416 595-9593. | | | |
| ☑ Mail
Return your filled form of proxy in the included prepaid envelope at:
TSX Trust Company
P.O. Box 721
Agincourt (Ontario) M1S 0A1 | | | |
| All forms of proxy must be received before 10:00 a.m. (Eastern Standard Time) on January 28, 2025. | | All voting instruction forms must be returned to your intermediary before 10:00 a.m. (Eastern Standard Time) on January 28, 2025. | |
| Option 2 – Voting in person at the Meeting | | | |

METRO INC.

MANAGEMENT PROXY CIRCULAR 2024

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Registered shareholders You do not need to complete or return your form of proxy. You will only need to register at the registration desk at Lumi Experience - 1250 René-Lévesque Blvd. West, Suite 3610, 36th floor, Montréal, Québec H3B 4W8.	Non-registered shareholders You can vote on your Shares at the Meeting if you have appointed yourself as proxyholder. To do this, you have to write your name in the space provided for such purpose on the voting instruction form and follow the instructions for submitting such voting instruction form.
Option 3 – Voting online during the live webcast	Option 3 – Voting online during the live webcast
Registered shareholders If you wish to vote during the live webcast of the Meeting, you do not have to return a form of proxy, you must follow these steps: • You must register online at least 15 minutes before the Meeting using an Internet connected device such as a laptop, computer, tablet or mobile phone at https://meetings.lumiconnect.com/400-020-665-625; • Enter the 13-digit control number that appears on your form of proxy, as your control number, and “metro2025” (case sensitive) as your password. The 13-digit control number is located on the form of proxy or in the email notification you received from TSX Trust. Any vote you cast during the live webcast of the Meeting will cancel any vote submitted through a form of proxy before the Meeting.	Non-registered shareholders If you wish to vote during the live webcast of the Meeting, you must follow these steps: • Name yourself as proxyholder on your voting instruction form. To do so, you have to write your name in the space provided for such purpose on the voting instruction form and follow the instructions for submitting such voting instruction form; • YOU MUST ALSO REGISTER YOUR PROXYHOLDER WITH TSX TRUST THROUGH ONE OF THE FOLLOWING METHODS before 10:00 a.m. (Eastern Standard Time) on January 28, 2025, so that TSX Trust may provide you with a 13-digit proxyholder control number via email: • Call TSX Trust at 1 866 751-6315 (toll free in Canada and the United States) or at 1 416 682-3860; OR • Complete the online form at www.tsxtrust.com/control-number-request. To be able to participate, interact, ask questions and vote at the Meeting, you must have the 13-digit proxyholder control number and you have to appoint yourself as proxyholder in the voting instruction form. Otherwise, you will only be able to attend as a guest. On the day of the Meeting: • You must register online at least 15 minutes before the Meeting using an Internet connected device such as a laptop, computer, tablet or mobile phone at https://meetings.lumiconnect.com/400-020-665-625; Enter the 13-digit proxyholder control number, as your control number, and “metro2025” (case sensitive) as your password.

** GIVEN A POSSIBLE CANADIAN POSTAL SERVICES DISRUPTION, SHAREHOLDERS ARE ENCOURAGED TO VOTE BY TELEPHONE, ONLINE, OR, WHERE APPLICABLE, BY FAX OR EMAIL, AS PER THE INSTRUCTIONS PROVIDED IN THIS CIRCULAR.

QUESTIONS

If you have any questions with respect to the foregoing, wish to receive an additional copy of this Circular or need help to vote, we invite you to contact Sodali & Co. by calling toll-free at 1 888 444-0617, if you are in North America, or at 1 289 695-3075, if you are outside North America, or by emailing your request at assistance@sodali.com.

METRO INC.

MANAGEMENT PROXY CIRCULAR 2024

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1.2 Rules of conduct for the Meeting

The Company has decided to hold the Meeting in a hybrid format allowing the shareholders to attend the Meeting in person or virtually in order to maximize shareholder attendance for those who would be unable to attend in person. To ensure the effective conduct of the Meeting, the following rules will apply during the Meeting.

Only registered shareholders and duly appointed and registered proxyholders will be eligible to vote and have the opportunity to ask questions during the Meeting, provided they are either (i) attending the Meeting in person at Lumi Experience located at 1250 René-Lévesque Blvd. West, Suite 3610, 36th floor, Montréal, Québec H3B 4W8 or (ii) connected to the Internet and comply with the requirement set out herein to attend the Meeting via live webcast. Non-registered shareholders who did not appoint themselves as proxyholders and registered themselves with TSX Trust to obtain a 13-digit proxyholder control number before 10:00 a.m. (Eastern Standard Time) voting deadline on January 28, 2025 will only be able to attend the Meeting as guests. In such case, it will not be possible for them to vote or ask questions.

For any questions on joining or attending the Meeting virtually or on virtual voting procedures, please refer to the "User Guide – Hybrid Meeting" which is included in the mailing envelope sent to shareholders and is available on the Company's website (www.corpo.metro.ca) and on SEDAR+ (www.sedarplus.ca). For any technical difficulties experienced during the check-in process or during the Meeting, please contact LUMI at support-ca@lumiglobal.com.

If you attend the Meeting virtually, it is important that you be connected to the Internet at all times during the Meeting in order to be able to vote when solicited. It is your responsibility to ensure you stay connected for the duration of the Meeting. You should allow ample time to check into the online Meeting and complete the related procedure.

Shareholders attending the Meeting virtually will be able to submit their votes by virtual ballot throughout the Meeting. The Chair of the Meeting will indicate the time of opening and closure of the polls. Voting options will be visible on your screen.

Only registered shareholders and duly appointed proxyholders are permitted to ask questions during the Meeting, either in person or virtually during the Meeting, by either one (1) of the three (3) following ways to ask questions: (i) questions may be submitted in writing by using the relevant dialog box in the messaging function and by clicking on the messaging tab during the Meeting, (ii) questions may also be asked over the telephone. To do so, the shareholder or proxyholder will need to submit a telephone number by using the relevant messaging function by clicking on the messaging tab during the Meeting in order to be reached by telephone at the appropriate time. Your telephone number will not be shared with the other Meeting attendees, and (iii) questions may also be asked by using the videoconferencing mode. Instructions as to how to use the videoconferencing appears in the User Guide and will appear on the screen during the Meeting. It is recommended to shareholders and proxyholders attending the Meeting virtually to submit their questions as soon as possible during the Meeting so they can be addressed at the right time.

If a shareholder has a question about one of the matters in the agenda to be voted on by the shareholders at the Meeting, such question may be submitted at the latest before the end of the formal business of the Meeting. The Chair of the Board and members of management present at the Meeting will answer questions relating to matters to be voted on before a vote is held on each matter, if applicable. General questions will be addressed by them at the end of the Meeting during the question period.

So that as many questions as possible are answered, shareholders and proxyholders are asked to be brief and concise and to address only one topic per question. Questions from multiple shareholders on the same topic or that are otherwise related will be grouped, summarized and answered together.

All shareholder questions are welcome. However, the Company does not intend to address questions that:

• are irrelevant to the Company's operations or to the business of the Meeting;
• are related to non-public information about the Company;
• are related to personal grievances;
• constitute derogatory references to individuals or are otherwise offensive;
• are repetitious or have already been asked by other shareholders;
• are in furtherance of a shareholder's personal or business interest; or
• are out of order or not otherwise appropriate as determined by the Chair or Secretary of the Meeting in their reasonable judgment.

For any questions asked but not answered during the Meeting, shareholders may contact the Company's Corporate Secretary at secretaire.corpo@metro.ca.

Shareholders who submitted proposals before the Meeting will be allowed to present their proposals over the telephone, by videoconference or in person during the Meeting. The duration of this presentation should not exceed the time needed to read the text accompanying each proposal reproduced in the Circular.

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The Company intends to offer a forum in which, to the extent possible using the electronic solutions available at the time of the Meeting, shareholders can adequately communicate during the Meeting. An audio and video webcast of the Meeting will be available on the Company's corporate website (www.corpo.metro.ca/en/investor-relations/annual-general-meeting.html) in the days following the Meeting.

In the event of technical malfunction or other significant problem that disrupts the Meeting, the Chair of the Meeting may adjourn, postpone, recess, or expedite the Meeting, or take such other action as the Chair determines is appropriate considering the circumstances

1.3 Proxyholder

Appointment of a proxyholder

As a shareholder, you have the right to appoint another person (a "Proxyholder") to attend the Meeting and exercise your voting rights. You have the right to appoint a Proxyholder other than the persons whose names already appear as Proxyholders in the form of proxy or voting instruction form, by inserting the name of the Proxyholder of your choice in the blank space. The Proxyholder need not be a shareholder of the Company. If the shareholder is a company, the form of proxy or voting instruction form must be executed by a duly authorized officer or a representative thereof.

The following steps apply to shareholders who wish to appoint a Proxyholder other than the persons whose names already appear as Proxyholders in the form of proxy or voting instruction form, including non-registered shareholders who wish to appoint themselves as Proxyholder to attend, participate or vote at the Meeting.

Registered shareholders

Registered shareholders have received their 13-digit control number with their form of proxy. This control number is only valid for a registered shareholder. A registered shareholder who wishes that his Proxyholder attend the Meeting and be able to vote must proceed as follows to obtain a 13-digit proxyholder control number for their Proxyholder:

1. Submit your form of proxy appointing that person as Proxyholder;
2. Register that Proxyholder, either by telephone or online, as described below.

GIVEN A POSSIBLE CANADIAN POSTAL SERVICES DISRUPTION, SHAREHOLDERS ARE ENCOURAGED TO VOTE BY TELEPHONE, ONLINE, OR, WHERE APPLICABLE, BY FAX OR EMAIL, AS PER THE INSTRUCTIONS PROVIDED IN THIS CIRCULAR.

Registering your Proxyholder by telephone:

1. Call TSX Trust at 1 866 751-6315 (toll free in Canada and the United States) or at 1 416 682-3860 before 10:00 a.m. (Eastern Standard Time) on January 28, 2025;
2. Register the Proxyholder with the TSX Trust agent;

Receive a 13-digit proxyholder control number via email.

Registering your Proxyholder online:

1. Visit /www.tsxtrust.com/control-number-request before 10:00 a.m. (Eastern Standard Time) on January 28, 2025;
2. Complete the online form;
3. Receive a 13-digit proxyholder control number via email.

Non-registered shareholders

1. Insert your Proxyholder's name in the blank space provided in the voting instruction form and follow the instructions for submitting such voting instruction form.

Note: If you wish to attend, participate or vote at the Meeting, you must appoint yourself as your Proxyholder on your voting instruction form.

1. Register that Proxyholder, either by telephone or online, as described below.

GIVEN A POSSIBLE CANADIAN POSTAL SERVICES DISRUPTION, SHAREHOLDERS ARE ENCOURAGED TO VOTE BY TELEPHONE, ONLINE, OR, WHERE APPLICABLE, BY FAX OR EMAIL, AS PER THE INSTRUCTIONS PROVIDED IN THIS CIRCULAR.

Registering your Proxyholder by telephone:

1. Call TSX Trust at 1 866 751-6315 (toll free in Canada and the United States) or at 1 416 682-3860 before 10:00 a.m. (Eastern Standard Time) on January 28, 2025;
2. Register the Proxyholder with the TSX Trust agent;
3. Receive a 13-digit proxyholder control number via email.

Registering your Proxyholder online:

1. Visit www.tsxtrust.com/control-number-request before 10:00 a.m. (Eastern Standard Time) on January 28, 2025;
2. Complete the online form;

Receive a 13-digit proxyholder control number via email.

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Revocation of a proxy

As a shareholder, you have the right to revoke your proxy and appoint a new Proxyholder. Make sure that you send new instructions if you are a registered shareholder, to the Company's transfer agent, TSX Trust, or if you are a non-registered shareholder, to your intermediary, before 10:00 a.m. (Eastern Standard Time) on January 28, 2025.

Registered shareholders

You may revoke your proxy in the following manners:

1. by way of written notice duly executed by yourself, by the representative who has written authorization to act on your behalf or, if the shareholder is a corporation, by a duly authorized officer or a representative thereof, and submit said revocation to the transfer agent of the Company, TSX Trust, before 10:00 a.m. (Eastern Standard Time) on January 28, 2025;
2. by voting again on the day of the Meeting; or
3. by filling and returning a new form of proxy to the transfer agent of the Company, TSX Trust, before 10:00 a.m. (Eastern Standard Time) on January 28, 2025.

Non-registered shareholders

You may revoke your proxy in the following manners:

1. by way of written notice duly executed by yourself, by the representative who has written authorization to act on your behalf or, if the shareholder is a corporation, by a duly authorized officer or a representative thereof, and submitted to your intermediary, before 10:00 a.m. (Eastern Standard Time) on January 28, 2025; or
2. by filling and returning a new voting instruction form to your intermediary, before 10:00 a.m. (Eastern Standard Time) on January 28, 2025.

1.4 How your Shares will be voted?

Your Shares will be voted or withheld from voting in accordance with your instructions indicated on your proxy form or voting instruction form. The form of proxy or voting instruction form, once completed, confers discretionary authority upon the Proxyholder with respect to all amendments to matters set forth in the Notice of Meeting and any other matter which may properly be brought before the Meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Meeting is routine and whether or not the amendment, variation or other matter that comes before the Meeting is contested. As at the date of this Circular, the management of the Company is unaware of any such amendments or other matters to be brought at the Meeting.

Unless contrary instructions are indicated in the form of proxy or voting instruction form, your voting rights will be exercised as follows:

• ☑ FOR electing each director nominated by management
• ☑ FOR the appointment of Ernst & Young LLP, Chartered Professional Accountants, as external auditors of the Company
• ☑ FOR the advisory resolution on executive compensation
• ☑ FOR the Shareholder Rights Plan resolution set forth in Exhibit B
• ☒ AGAINST the shareholder proposal set forth in Exhibit C

1.5 How do I appoint someone else to attend the Meeting and vote my Shares for me?

The Proxyholders designated in the proxy form or voting information form are directors and/or officers of the Company. If you wish to appoint a Proxyholder other than one of the persons designated in the proxy, the proxy form or voting information form, you can do so whether you are a registered shareholder or a non-registered shareholder, by following the procedure set out in section 1.3 "Proxyholder" of this Circular.

The person you appoint does not need to be a shareholder but must attend the Meeting to vote your Shares. If the shareholder is a corporation, the form of proxy or voting instruction form must be executed by a duly authorized officer or a representative thereof.

You may enter your voting instructions by following the instructions indicated on the front and back of the form of proxy or voting instruction form.

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In order to be valid, the proxy form or voting information form must be registered or received before 10:00 a.m. (Eastern Standard Time) on January 28, 2025 or, if the Meeting is adjourned, before the new date determined for the adjournment or postponement of the Meeting for registered shareholders.

If you wish to return the proxy form or voting instruction form by mail, you may use the postage pre-paid envelope provided. However, as the Canadian postal services may be disrupted at the time shareholders wish to return the proxy form or voting instruction form, we strongly encourage our shareholders to use the internet or the phone to return the form, or, where applicable, to email it or fax it. Instructions as to how to use these transmission modes are provided in “Section 1.1 – How to vote” of this Circular.

1.6 What if I change my mind?

Registered and non-registered shareholders can revoke a proxy in accordance with the procedure for the revocation of a proxy set out in section 1.3 “Proxyholder” of this Circular.

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2. General Information

2.1 Forward-Looking Information

Throughout this Circular, different statements have been used that could, within the context of the regulations issued by the Canadian Securities Administrators, be construed as being forward-looking information. In general, any statement contained in this Circular which does not constitute a historical fact may be deemed a forward-looking statement. Expressions such as "continues", "will", "intends", "considers", "should", "expects", "plans", "believes", "projected", "aimed", and other similar expressions as well as the use of the future or conditional tense are generally indicative of forward-looking statements.

The forward-looking statements contained in this Circular are based upon certain assumptions, that we believe were reasonable as of December 11, 2024, regarding the Canadian food and pharmacy industries, the economy in general, our annual budget as well as our 2025 action plan and financial results for fiscal 2024.

Risk factors that could cause actual results or events to differ materially from our expectations as expressed in, or implied by, our forward-looking statements are described and discussed under the "Risk Management" section of the 2024 Annual Report.

The forward-looking statements contained in this Circular do not provide any guarantee as to the future performance of the Company and are subject to potential known and unknown risks, as well as uncertainties that could cause our financial position, financial performance, cash flows, business or reputation to differ significantly. Additional risks and uncertainties that we currently deem to be immaterial may also prove to have a material adverse effect. The Company believes these statements to be reasonable and relevant at the date of publication of this Circular and to represent its expectations. The Company does not intend to update any forward-looking statement contained herein, except as required by applicable law.

2.2 Non-GAAP and Other Financial Measures

This Circular contains certain non-GAAP and other financial measurements, such as adjusted net earnings. These measures are presented for information purposes only. They do not have standardized meanings under the International Financial Reporting Standards (IFRS) and therefore may not be comparable to similar measures presented by other public companies. National Instrument - 52-112 Non-GAAP and Other Financial Measures Disclosures sets out specific disclosure requirements for non-GAAP financial measures, non-GAAP ratios, and other financial measures, which are capital management measures, supplementary financial measures, and total of segments measures, as defined in the Instrument. Non-GAAP and other financial measurements are identified in this Circular with an asterisk.

"Adjusted net earnings" is a non-GAAP financial measurement that, with respect to its composition, is adjusted to exclude special items from the composition of the most directly comparable financial measure disclosed in our consolidated financial statements, which is net earnings. Special items may include acquisition and restructuring charges, gains or losses on the disposal of investments, amortization and impairment losses of intangible assets resulting from a business acquisition, and significant prior-year tax adjustments.

"Adjusted fully diluted net earnings per share" is a non-GAAP ratio by where a non-GAAP financial measure is used as one or more of its components. The non-GAAP component used is adjusted net earnings. Adjusted fully diluted net earnings per share is calculated by dividing the adjusted net earnings attributable to equity holders of the Company by the weighted average number of Common Shares outstanding during the year, adjusted to reflect all potential dilutive Shares.

For more information on adjusted net earnings and adjusted fully diluted net earnings per share, please refer to the "Operating results" and the "Non-GAAP and other financial measurements" sections of the 2024 Annual Report, which is incorporated by reference herein and is available on SEDAR+ (www.sedarplus.ca) as well as on the Company's corporate website (www.corpo.metro.ca).

2.3 Notice and Access

The Company has decided to use the Notice and Access rules adopted by the Canadian Securities Administrators to reduce the volume of paper with respect to materials distributed for the purpose of the Meeting. Instead of receiving this Circular, shareholders will receive a Notice of Meeting with the proxy or, as the case may be, voting instruction form along with instructions on how to access the Meeting materials online. The Company, via its transfer agent TSX Trust, will send the Notice of Meeting and form of proxy directly to registered shareholders. The Company will pay for intermediaries to deliver the Notice of Meeting, voting instruction form and other Meeting materials requested by non-objecting beneficial owners only.

This Circular and other relevant materials are available on SEDAR+ (www.sedarplus.ca) or on the Company's corporate website (www.corpo.metro.ca).

If you would like to receive a printed copy of the Meeting materials by mail, at no cost, you must request same from Sodali & Co. by calling toll-free at 1 888 444-0617, if you are in North America, or at 1 289 695-3075, if you are outside North America, or by emailing your request at assistance@sodali.com. However, given that the Canadian postal services may be disrupted at the time the request is made, shareholders are strongly encouraged to access the Meeting materials online at SEDAR+ (www.sedarplus.ca) or on the Company's corporate website (www.corpo.metro.ca/en/investor-relations/annual-general-meeting.html).

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To ensure that you receive the materials in advance of the voting deadline and the Meeting, we recommend that you send your request before January 14, 2025, to ensure timely receipt. If you request a paper copy of the materials, please take note that no additional form of proxy or voting instruction form shall be sent to you. Therefore, please make sure that you retain the form that you received with the Notice of Meeting for voting purposes**.

To obtain a printed copy of the materials after the Meeting, please contact Sodali & Co. by calling toll-free at 1 888 444-0617, if you are in North America, or at 1 289 695-3075, if you are outside North America, or by emailing your request at assistance@sodali.com.

2.4 Voting securities and principal holders thereof

The Shares constitute the only class of shares of the Company carrying voting rights at a general meeting of shareholders. Each Share entitles its holder to one (1) vote. Each holder of Shares is entitled, at a meeting or any adjournment or postponement thereof, to one (1) vote for each Share registered in such holder's name at the close of business (Eastern Standard Time) on the Record Date.

As at December 4, 2024, there were 222,115,060 Shares of the Company issued and outstanding, representing 100% of the votes attached to all Shares of the Company.

To the knowledge of the directors and officers of the Company, as at December 4, 2024, no shareholders exercised or claimed to exercise beneficial ownership, control or direction over 10% of the Company's Shares.

2.5 Indebtedness of Directors and Executive Officers

As at the date hereof, none of the Company's (or any of the Company's subsidiaries') current or former directors or officers are indebted towards the Company or any of its subsidiaries, whether in connection with the purchase of Shares or otherwise.

2.6 Interest of Informed Persons and Others in Material Transactions

Management of the Company is not aware of any material interest, direct or indirect, of any informed person (as such term is defined in National Instrument 51-102 - Continuous Disclosure Obligations) of the Company, any proposed director or any associate or affiliate of any informed person or proposed director in any transaction since the commencement of the Company's most recently completed fiscal year, or in any proposed transaction, that has materially affected or would materially affect the Company or any of its affiliates or subsidiaries.

2.7 Shareholder Proposals

Proposals for any matters that persons entitled to vote at the 2026 annual general meeting of the Shareholders wish to raise at said meeting must be received by the Company by September 12, 2025, at the latest.

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3. Business of the Meeting

Where to find it

3.1 RECEIVING THE FINANCIAL STATEMENTS ... 16
3.2 ELECTING DIRECTORS ... 16
3.3 APPOINTING THE AUDITORS ... 17
3.4 CONSIDERING AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION ... 20
3.5 CONSIDERING THE RECONFIRMATION AND THE AMENDMENT AND RESTATEMENT OF THE CORPORATION'S SHAREHOLDER RIGHTS PLAN ... 20
3.6 SHAREHOLDER PROPOSALS ... 22
3.7 OTHER BUSINESS ... 22

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3.1 Receiving the financial statements

The Consolidated Financial Statements of the Company for the fiscal year ended September 28, 2024 and the report of the independent auditors thereon will be submitted at the Meeting. These Consolidated Financial Statements appear in the 2024 Annual Report that will be sent to shareholders who requested it together with the Notice of Meeting. The Annual Report is available on SEDAR+ (www.sedarplus.ca) as well as on the Company's corporate website (www.corpo.metro.ca).

3.2 Electing directors

> Voting Recommendation: The Board of Directors recommend voting "FOR" the election of each of the 12 candidates proposed in this Circular. Unless contrary instructions are indicated, the persons named as Proxyholder in the form of proxy or voting instruction form intend to vote "FOR" the election, as directors of the Company, of each of the 12 nominees whose names are set forth in this Circular. It should be noted that to be adopted, this resolution requires a favourable vote of a simple majority of the votes cast.

Nominees for the position of director are the current directors of the Company.

Management of the Company does not expect that any such nominees will be unable or, for any reason, become unwilling to serve as a director, but if the foregoing should occur for any reason prior to the election, the persons named as Proxyholders in the form of proxy or voting instruction form may vote for another nominee of their choice.

> You will be electing the 12 members of your Board

> Detailed information regarding director nominees can be found in the "Information on director nominees" section of this Circular.

MAJORITY VOTING POLICY

The Board of Directors has adopted a policy providing that a nominee for the position of director who receives a greater number of votes "withheld" than votes "for" with respect to the election in an uncontested election of directors during an annual general meeting of the shareholders will promptly offer their resignation to the Chair of the Board following said meeting of shareholders. The Governance Committee will consider such offer to resign and make a recommendation to the Board to accept it unless exceptional circumstances justify otherwise.

The Board will accept the offer to resign, unless exceptional circumstances justify otherwise, and issue a press release to that effect within 90 days following the meeting of shareholders, a copy of which will be provided to the TSX. The directors who offered their resignation shall not take part in any of the Governance Committee's or the Board's meetings at which the resignation offer is being considered.

The full text of this policy can be found on the Company's corporate website (www.corpo.metro.ca).

Unless contrary instructions are indicated, the persons named as Proxyholder in the form of proxy or voting instruction form intend to vote "FOR" the election, as directors of the Company, of each of the 12 nominees whose names are set forth in this Circular. It should be noted that to be adopted, this resolution requires a favourable vote of a simple majority of the votes cast.

Given that Canadian postal services may be disrupted, the delivery of these documents may be delayed.

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3.3 Appointing the auditors

Voting Recommendation: Upon recommendation of the Audit Committee, the Board of Directors recommends that shareholders vote "FOR" the appointment of Ernst & Young LLP as Auditors of the Company. At the 2024 annual general meeting of shareholders, the appointment of the Auditors was approved by 85.48% of the votes representing 153,624,369 voting shares. Unless contrary instructions are indicated, the persons named as Proxyholders in the form of proxy or voting instruction form intend to vote "FOR" the appointment of Ernst & Young LLP, Chartered Professional Accountants, as auditors of the Company at the Meeting. It should be noted that to be adopted, this resolution requires a favourable vote of a simple majority of the votes cast.

At the 2024 annual general meeting of shareholders, the appointment of the Auditors was approved by 153,624,369 votes or 85.48% of the votes.

You will be appointing your Auditors

Unless contrary instructions are indicated, the persons named as Proxyholders in the form of proxy or voting instruction form intend to vote "FOR" the appointment of Ernst & Young LLP, Chartered Professional Accountants, as auditors of the Company, at the Meeting. It should be noted that to be adopted, this resolution requires a favourable vote of a simple majority of the votes cast.

AUDITORS TENURE

The Auditors are currently responsible for the audit of the Consolidated Financial Statements of the Company.

The Audit Committee strongly supports limits to the tenure of key senior partners involved in the Company's audit. The Audit Committee has concluded that continually having a fresh set of eyes at the partner level is an important contributor to audit quality and auditor independence. The Audit Committee actively oversees the tenure of the partners involved in the audit, the plan for their rotation off the audit, and the selection of their replacements.

The current partners involved in the audit are:

• Lead audit engagement partner
• Senior advisory partner
• Engagement quality control review partner
• Impairment and valuations partner
• Tax audit partner
• Information technology partner

The partners involved in a given year might change depending on the needs and the circumstances of that particular audit.

The average tenure of these partners is five (5) years.

Whereas the active management of the rotation of key partners involved is of critical importance to audit quality and independence, the Audit Committee has determined that shareholders would not be best served through arbitrary limits on the tenure of audit firms. The Audit Committee would support rotating the firm of Auditors, and the consequent replacement of all partners in a single year, only if the Audit Committee were dissatisfied with the quality, performance and/or independence of the key partners on the Company's audit, which is not the case at the moment.

The Audit Committee has examined the quality of the work performed by the Auditors and their independence and has declared itself satisfied therewith.

The Auditors were first appointed as auditors of the Company on January 27, 1998, and have been acting in that capacity ever since.

Under National Instrument 52-108 - Auditor Oversight, the Auditors are a participating audit firm with CPAB which governs the independence and objectivity of external auditors and provides oversight of accounting firms that audit Canadian reporting issuers.

For more information on the review of the quality of the work of the Auditors, please refer to the next section entitled "Review of the Quality of the Work and Independence of the Auditors".

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The Audit Committee concluded that it was satisfied with the audit quality, effectiveness and quality of external audit services provided by the Auditors for 2024 and that the Auditors continue to be independent such that it is in the shareholders' best interest for the Auditors to continue to serve as the Company's independent auditor.

The Audit Committee, the Board and management are recommending that Shareholders vote “FOR” the appointment of Ernst & Young LLP as Auditors of the Company.

REVIEW OF THE QUALITY OF THE WORK AND INDEPENDENCE OF THE AUDITORS

The Audit Committee has examined the qualifications, performance and independence of the Auditors and has ensured that the Auditors are registered with the Canadian Public Accountability Board (CPAB) as compliant participants. The Audit Committee meets with all of the Auditors' senior personnel engaged on the audit, and actively oversees their selection, rotation and credentials. The Audit Committee's objective is to establish a reasonable balance between the continuity of relevant audit knowledge and the enhanced skepticism and diversity that new senior personnel bring to the audit methodology.

The Audit Committee examines every year the quality of the work performed by the Auditors and their independence in order to make an informed recommendation concerning the appointment of the audit firm which will act as external auditors of the Company. In 2024, this evaluation, which was discussed with the Auditors, focused on:

• the quality of the Auditors' annual audit plan and team;
• the depth and breadth of relevant public company and industry experience of the Auditors' engagement partners responsible for the Company's audit, including the depth of experience and engagement of specialists partners for complex areas;
• the quality of the Auditors' quarterly review, annual audit examination and evaluation of internal controls;
• the transparency, timeliness and quality of the Auditors' communications to the Audit Committee and management;
• the Auditors' demonstration of professional skepticism, most particularly in its review of the Company's accounting estimates and areas involving significant auditor and management judgment;
• management feedback as to the timeliness and quality of the Auditors' work;
• the limitations on non-audit services and the fact that the Auditors provide no services other than audit, audit-related and tax services as well as the reasonableness of the Auditors' fees in that respect;
• the desired balance of the Auditors' experience and fresh perspective through mandatory audit partner rotation and periodic rotation of other audit management personnel. The rotation of the Lead audit engagement partner in charge, the Engagement quality control review partner and the Senior advisory partner is required at least every seven (7) years under independence standards. For the Company, the last rotation of the Lead audit engagement partner and the Senior advisory partner occurred for the audit of fiscal 2024 and the rotation of the Engagement quality control review partner, during fiscal 2023. In addition to these three (3) partners mentioned above, there are three (3) other partners involved in the audit with specific expertise which brings additional independence to the team;
• reports from the Auditors describing its compliance with its internal policies and procedures, including the presentation of audit quality indicators to the Audit Committee on a semi-annual basis;
• quarterly and annual written confirmation from the Auditors of their independence and objectivity with respect of the Company, pursuant to the Directors' Code of Ethics of the Quebec Order of Chartered Professional Accountants;
• external data on audit quality and performance, including recent CPAB reports; and
• the Auditors' capability and expertise in handling the breadth and complexity of the Company's business, and the Auditors' significant institutional knowledge and deep expertise of the Company's accounting policies and practices and internal controls which enhance audit quality.

Lastly, the Audit Committee is of the opinion that any concerns with the Auditors' tenure are mitigated by a strong external regulatory framework as well as the Auditors' strong internal quality control process and independence policies and procedures assessed through the annual auditor evaluation. The regulatory requirements in Canada continue to mandate audit and other partners rotation every seven (7) years with a five-year cooling off period. Recent publications and research by CPAB continue to support this practice rather than broadening the statutory scope to require periodic audit firm rotation¹. The rotation of the audit partners reduces the risk

¹ See: Chartered Professional Accountants - Canada and Canadian Public Accountability Board, Enhancing Audit Quality: Canadian Perspectives - Conclusions and Recommendations, https://www.cpacanada.ca/en/business-and-accounting-resources/audit-and-assurance/enhancing-audit-quality/publications/eaq-initiative/eaq-final-report-canadian-recommendations ; Source Global Research, The Audit Market in 2018, https://www.sourceglobalresearch.com/reports/4765-the-audit-market-in-2018-2; U.S. Government Accountability Office, Public Accounting Firms - Required Study on the Potential Effects of Mandatory Audit Firm Rotation, https://www.gao.gov/assets/gao-04-216.pdf; C. A. Cassell, J. N. Myers, L. A. Myers and T.

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of over-familiarity and self-interest and promotes objectivity without imposing significant costs and disruption to the Company. It also allows for a fresh set of eyes on the overall audit approach.

AUDITOR'S INDEPENDENCE

For fiscal 2024, the Company's Audit Committee obtained written confirmation from the Auditors of their independence and objectivity with respect to the Company, pursuant to the Code of Ethics of the Québec Order of Chartered Professional Accountants.

FEES FOR THE SERVICES OF THE AUDITORS

For each of the fiscal years ended September 28, 2024 and September 30, 2023, the following fees were billed by the Auditors for audit services, audit-related services, tax services and other services provided by the Auditors:

	2024	2023
Audit fees	$2,408,780	$2,200,021
Audit-related fees	$132,840	$398,695
Tax fees	$16,650	$78,290
All other fees	—	—
Total	$2,558,270	$2,677,006

Audit-related fees consist primarily of fees invoiced for consultations regarding financial accounting and the presentation of financial information, fees for the audit of financial statements of pension plans and fees for tests on internal controls.

Tax fees consist primarily of fees for assistance with regulatory tax matters concerning federal and provincial income tax returns and sales tax and excise tax reporting, fees concerning the income tax, customs duty or sales tax impact of certain transactions, as well as fees for assistance with the annual audit or federal and provincial government audits involving income tax, sales tax, customs duties or deductions at source.

The Company is satisfied that the audit fees paid to the Auditors are reasonable in relation to what is paid in the market.

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee approved the Policy concerning the pre-approval of audit services and non-audit services, the main components of which are described below.

The Auditors are appointed to audit the annual Consolidated Financial Statements of the Company. The Auditors may also be called upon to provide audit-related services and tax services, as long as these services do not interfere with their independence.

The Audit Committee must pre-approve all services that the Auditors may render to the Company and its subsidiaries. On an quarterly and annual basis, the Audit Committee examines and pre-approves the details of the services which may be provided by the Auditors and the fee levels in connection therewith. All services must specifically be pre-approved by the Audit Committee if they are to be provided by the Auditors. The same policy applies if the services offered exceed the pre-approved fee levels. The Audit Committee has delegated to its Chair the authority to pre-approve services that have not already been specifically approved. However, the Chair of the Audit Committee must report all such decisions at the following committee meeting.

POLICY REGARDING THE HIRING OF PARTNERS OR EMPLOYEES OF THE AUDITORS

The Audit Committee approved a policy governing the Company's hiring of certain candidates to key positions. This policy applies to any partner, employee or former partner or employee of the current or former external auditors of the Company who applies for a position which entitles the candidate to exercise decision-making authority or significantly influence decision-making regarding the presentation of financial information or auditing matters. More specifically, the candidate must not have been involved in the auditing of the Company's financial statements within the 12 months preceding the hiring date. Moreover, the eventual hiring of such candidate must not compromise the independence of the Auditors.

A. Seidel, Does Auditor Tenure Impact the Effectiveness of Auditor's Response to Fraud Risk?, https://gattonweb.uky.edu/FACULTY/PAYNE/acc490/Graduate%20Student%20Articles/Cassell%20et%20al.%20Does%20Auditor%20Tenure%20Impact%20the%20Effectiveness%20of%20Auditors%E2%80%99%20Response%20to%20Fraud%20Risk.pdf.

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MANAGEMENT PROXY CIRCULAR 2024

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METRO INC.
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3.4 Considering an advisory resolution on executive compensation

Voting Recommendation: The Board of Directors recommends that shareholders vote “FOR” the approval of the following resolution:

“RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in the Company’s Management Proxy Circular delivered in advance of the 2025 annual meeting of shareholders of the Company.”

It should be noted that to be adopted, this resolution requires a favourable vote of a simple majority of the votes cast.

The Board of Directors approved a say-on-pay advisory vote policy with respect to executive officers. The purpose of the say-on-pay advisory vote is to give shareholders the opportunity to vote on the Company’s approach to executive compensation at each annual general meeting of the shareholders. The Company’s approach to executive compensation is further described in the “Executive Compensation Discussion and Analysis” section of this Circular.

At the 2024 annual general meeting of shareholders, the Company’s approach to executive compensation was approved by 175,794,104 votes or 97.86% of the votes.

At the Meeting, shareholders will be asked to vote on the following advisory resolution:

“RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in the Company’s Management Proxy Circular delivered in advance of the 2025 annual meeting of shareholders of the Company.”

Given that the vote is held on an advisory basis, it will not be binding upon the Board of Directors. However, the Board of Directors will consider the outcome of the vote when reviewing and approving executive compensation policies and decisions.

The Board of Directors recommend voting “FOR” the approval of this resolution.

You will vote on an advisory resolution on executive compensation

Unless contrary instructions are indicated, the persons named as Proxyholders in the form of proxy or voting instruction form intend to vote “FOR” the advisory resolution on executive compensation. It should be noted that to be adopted, this resolution requires a favourable vote of a simple majority of the votes cast.

3.5 Considering the reconfirmation and the amendment and restatement of the Corporation’s shareholder rights plan

Voting Recommendation: The Board of Directors recommends that shareholders vote FOR the resolution to reconfirm and amend and restate the Amended and Restated Shareholder Rights Plan Agreement entered into January 29, 2019, and amended and restated as of January 25, 2022, between the Company and TSX Trust Company as set forth in Exhibit B of this Circular.

The Corporation originally adopted, at the 2019 annual general meeting, a shareholder rights plan (the “Rights Plan”) pursuant to a shareholder rights plan agreement dated and effective January 29, 2019, which agreement was subsequently amended and restated in 2022 (as so amended and restated, the “2022 Rights Plan Agreement”), between the Corporation and TSX Trust (as successor of AST Trust Company (Canada)) (the “Rights Agent”). The Rights Plan was reconfirmed by the shareholders of the Corporation on January 25, 2022. To remain effective, the Rights Plan must be reconfirmed every third annual meeting of shareholders of the Corporation, including at the Meeting, by resolution passed by a majority of the votes cast by the holders of common shares except those holders who do not qualify as Independent Shareholders (as defined in Exhibit A to this Circular). The Corporation has determined that there is no shareholder who would not qualify as Independent Shareholder for the purpose of the Meeting.

At the Meeting, shareholders will be asked to consider and, if deemed appropriate, approve, by ordinary resolution in the form set forth in Exhibit B to this Circular (the “Rights Plan Resolution”), the reconfirmation of the Rights Plan until the 2028 annual general meeting and the entering into by the Corporation of an amended and restated shareholder rights plan agreement (the “Restated and Amended Rights Plan Agreement”), between the Corporation and TSX Trust, as Rights Agent, principally to amend certain definitions in the 2022 Rights Plan Agreement to conform to current market practice.

The proposed amendments do not have any adverse impact on the rights of shareholders or rights holders under the Rights Plan. A summary of the Rights Plan, taking into account the proposed amendments contemplated by the Restated and Amended Right Plan Agreement, and a summary of such proposed amendments, is attached

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as Exhibit A to this Circular. A version of the complete text of the Amended and Restated Rights Plan Agreement showing the proposed amendments compared to the 2022 Rights Plan Agreement is available on the Corporation's corporate website (www.corpo.metro.ca). Both the 2022 Rights Plan Agreement and the Amended and Restated Rights Plan Agreement are also available to any shareholder upon request. Shareholders wishing to receive a copy should contact the Corporation by email at secretaire.corpo@metro.ca, to the attention of the Corporate Secretary of the Corporation.

The objectives of the Rights Plan are to ensure, to the extent possible, that all shareholders and the Board of Directors have adequate time to consider and evaluate any unsolicited take-over bid for the Corporation, provide the Board of Directors with adequate time to evaluate any such take-over bid and explore and develop value-enhancing alternatives to any such take-over bid, encourage the fair treatment of the shareholders in connection with any such take-over bid, and generally assist the Board of Directors in enhancing shareholder value.

The Rights Plan was adopted and is being proposed to be reconfirmed by the Board of Directors as a governance best practice in the interest of the Corporation and all of its shareholders, given the widely-held ownership of the Corporation's common shares. It was not adopted and is not being proposed to be reconfirmed in response to any proposal to acquire control of the Corporation, nor is the Board of Directors currently aware of or anticipates any pending or threatened take-over bid for the Corporation.

In proposing the adoption of the Rights Plan at the 2019 annual general meeting, the Board of Directors considered the then existing legislative framework governing take-over bids in Canada, including significant amendments made in 2016.

As the legislative amendments made in 2016 do not apply to exempt take-over bids, there was at the time of the adoption of the Rights Plan in 2019 and there continues to be a role for shareholder rights plans in protecting issuers and preventing the unequal treatment of shareholders. Some areas of concern not addressed by the legislative amendments include:

• protecting against so-called "creeping bids" that are not required to be made to all shareholders. Creeping bids could involve the accumulation of more than 20% of the Corporation's common shares through purchases exempt from the Canadian take-over bid rules, such as (i) purchases from a small group of shareholders under private agreements at a premium to the market price not available to all shareholders, (ii) acquiring control through the slow accumulation of the Corporation's common Shares over a stock exchange that could effectively block a take-over bid made to all shareholders, (iii) acquiring control through the slow accumulation of the Corporation's common Shares over a stock exchange and without paying a control premium, or (iv) acquiring control through the purchase of the Corporation's common Shares in transactions outside of Canada not subject to Canadian take-over bid rules; and
• the use of so-called "hard" lock-up agreements by bidders, whereby existing shareholders commit to tender their Shares to a bidder's take-over bid, that are either irrevocable or revocable but subject to preclusive termination conditions. Such agreements could have the effect of deterring other potential bidders from bringing forward competing bids particularly where the number of locked-up shares would make it difficult or unlikely for a competing bidder's bid to achieve the 50% minimum tender requirement imposed by the legislative amendments.

By applying to all acquisitions of 20% or more of the Corporation's outstanding voting Shares, except in limited circumstances including Permitted Bids (as defined in Exhibit A of this Circular), the Rights Plan is designed to ensure that all shareholders receive equal treatment. In addition, there may be circumstances where bidders request lock-up agreements that are not in the best interests of the Corporation or its shareholders and the Rights Plan encourages bidders to structure lock-up agreements so as to provide the locked-up shareholders with reasonable flexibility to terminate such agreements in order to deposit their Shares to a higher value bid or support another transaction offering greater value.

The Rights Plan is therefore designed to encourage a potential acquirer who intends to make a take-over bid to proceed either by way of a Permitted Bid, which requires a take-over bid to meet certain minimum standards designed to promote the fair and equal treatment of all shareholders, or with the concurrence of the Board of Directors. If a take-over bid fails to meet these minimum standards and the Rights Plan is not waived by the Board of Directors, the Rights (as defined in Exhibit A of this Circular) to be issued to shareholders under the Rights Plan will entitle the holders thereof, other than the acquirer and certain related parties, to purchase additional common shares at a significant discount to market, thus exposing the person acquiring 20% or more of the common shares to substantial dilution of its holdings.

As a result of the foregoing considerations, the Board of Directors has determined that it is advisable and in the best interests of the Corporation to reconfirm the Rights Plan substantially in the form and on the terms of the Amended and Restated Rights Plan Agreement, subject to approval of such reconfirmation and amendment and restatement of the Rights Plan by shareholders at the Meeting. In recommending the approval of the Rights Plan, it is not the intention of the Board of Directors to preclude a bid for control of the Corporation. The Rights Plan provides a mechanism whereby shareholders may tender their shares to a take-over bid as long as it meets the criteria applicable to a Permitted Bid or Competing Permitted Bid, as the case may be, under the Rights Plan (discussed more fully in Exhibit A of this Circular) which criteria align with the minimum statutory requirements for non-exempt take-over bids under the 2016 legislative amendments. Furthermore, even in the context of a take-over bid that would not meet such criteria (for example, where the securities regulatory authorities may have granted the bidder discretionary relief from any of the minimum statutory requirements applicable to such bid), but is made by way of a take-over bid circular to all of the Corporation's shareholders, the Board of

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Directors would still have a duty to consider such a bid and consider whether or not it should waive the application of the Rights Plan in respect of such bid. In discharging such duty, the Board of Directors must act with honesty and loyalty and in the interest of the Corporation.

The Rights Plan does not preclude any shareholder from using the proxy mechanism of the Business Corporations Act (Québec), the Corporation's governing statute, to promote a change in the Corporation's management or in the Board of Directors, and it has no effect on the rights of holders of the Corporation's common Shares to requisition a meeting of shareholders in accordance with the provisions of applicable legislation.

The Rights Plan is not expected to interfere with the Corporation's day-to-day operations. The issuance of Rights under the Rights Plan has not and the issuance of additional Rights in the future will not, in any way alter the financial condition of the Corporation, impede its business plans or alter its financial statements. In addition, the Rights Plan is initially not dilutive. However, if a Flip-in Event (as defined in Exhibit A of this Circular) occurs and the Rights separate from the common Shares as described in Exhibit A of this Circular, reported net earnings per share and reported adjusted net earnings per share, on a fully-diluted or non-diluted basis, among other metrics, may be affected. In addition, holders of Rights not exercising their Rights after a Flip-in Event may suffer substantial dilution.

See the Summary of the Principal Terms of the Amended and Restated Rights Plan Agreement in Exhibit A of this Circular.

The Toronto Stock Exchange has accepted notice for filing of the Amended and Restated Rights Plan Agreement, subject to approval of the Rights Plan Resolution by the shareholders at the Meeting. If the Rights Plan Resolution is approved by the shareholders at the Meeting, the Corporation will enter into the Amended and Restated Rights Plan Agreement, to be dated as of the date of the Meeting, the Rights Plan will be reconfirmed, and the Rights Plan will continue to be effective, with such amendments as set out in the Amended and Restated Rights Plan Agreement. If the Rights Plan Resolution is not approved, the Rights Plan and the Rights outstanding under the Rights Plan will terminate at the close of business on the date of the Meeting, unless terminated earlier in accordance with the terms of the Rights Plan, provided that termination will not occur if a Flip-in Event has occurred, and has not been waived, before that time.

The Board of Directors and management recommend that shareholders vote "FOR" the adoption of the Rights Plan Resolution which resolution is set forth in Exhibit B of this Circular.

You will vote on the reconfirmation and the amendment and restatement of the Shareholder Rights Plan

Unless contrary instructions are indicated, the persons named as Proxyholders in the form of proxy or voting instruction form intend to vote "FOR" the adoption of the Rights Plan Resolution. It should be noted that to be adopted, this resolution requires a favorable vote of a simple majority of the votes cast.

3.6 Shareholder proposals

Exhibit C to this Circular sets forth four (4) proposals received from shareholders along with the responses of the Company. Of these four (4) proposals, three (3) have been withdrawn, leaving one (1) subject to a vote at the Meeting.

The Board of Directors and management are recommending that shareholders vote "AGAINST" the shareholder proposal set forth in Exhibit C of this Circular for the reasons outlined in such Exhibit C.

Unless contrary instructions are indicated, the persons named as Proxyholders in the form of proxy or voting instruction form intend to vote "AGAINST" the shareholder proposal set forth in Exhibit C. It should be noted that to be adopted, this proposal requires a favourable vote of a simple majority of the votes cast.

3.7 Other Business

Management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. However, if any other matters which are not known to management should properly come at the Meeting, the form of proxy or, as the case may be, the voting instruction form confers discretionary authority upon the Proxyholders to vote on such matters.

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22

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4. The Board

Where to find it

4.1 INFORMATION ON THE BOARD ... 24
4.2 INFORMATION ON DIRECTOR NOMINEES ... 26

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MANAGEMENT PROXY CIRCULAR 2024
23

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4.1 Information on the Board

The Articles of the Company provide for a minimum of seven (7) and a maximum of 19 directors, which number is to be determined, from time to time, by resolution of the Board of Directors. The Board of Directors has set at 12 the number of directors for the upcoming year. The Company's Bylaws provide that each director is elected for a one-year term beginning on the date of the annual meeting of shareholders during which such director is elected and ending at the following annual meeting of shareholders or upon the election of such director's successor, unless the director resigns or such director's seat becomes vacant as a result of death, removal or any other reason.

According to a policy adopted by the Board, any person may stand for election as a non-executive director of the Company provided that at the time of such director's election, such director is under the age of 72 and has been a director of the Company for less than twelve (12) years. Under special circumstances, the Board of Directors, upon recommendation of the Governance Committee, can extend the term limit of a director for a maximum of three (3) one-year terms.

At the end of fiscal 2024, the Board of Directors was comprised of a majority of independent directors, in that out of the 12 directors who served on the Board of Directors at one time or another during fiscal 2024, nine (9) were considered independent directors. In order to determine if a director is independent, the Board of Directors reviews information provided by the directors or the nominees in a questionnaire which is annually completed by them. At the end of fiscal 2024 and as of the date of this Circular, the independent directors serving on the Board are: Mses. Lori-Ann Beausoleil, Maryse Bertrand, Stephanie Coyles, Geneviève Fortier and Christine Magee and Messrs. Pierre Boivin, Marc Guay, Brian McManus and Pietro Satriano. Mr. Eric R. La Flèche cannot be considered independent because he holds a senior executive position with the Corporation. Mr. François J. Coutu cannot be considered independent because he is a shareholder and an executive of a company which co-own a pharmacy operating under one of the banners of the Jean Coutu Group, a wholly-owned subsidiary of the Company, and therefore carries a business relationship with the Company, and because he has one of his family members, Mr. Jean-Michel Coutu, who is the President of the Jean Coutu Group, a wholly-owned subsidiary of the Company. Mr. Michel Coutu also cannot be considered independent as one of his family members, his son, Mr. Jean-Michel Coutu, is the President of the Jean Coutu Group.

The Board of Directors examines its size on a yearly basis. Regarding the upcoming year, the Board of Directors has concluded that it would remain efficient with 12 members. The Board of Directors considers that its current composition allows a diversity of point of views without hindering its efficiency, in the Company's and its shareholders' best interests.

If, following the Meeting on January 28, 2025, the nominees proposed by the Corporation are elected, the Board of Directors will continue to be comprised of a majority of independent directors, in that nine (9) of the 12 proposed nominees will be independent directors, namely the following director nominees: Mses. Lori-Ann Beausoleil, Maryse Bertrand, Stephanie Coyles, Geneviève Fortier and Christine Magee and Messrs. Pierre Boivin, Marc Guay, Brian McManus and Pietro Satriano.

Summary of Board and Committee meetings held

The following table lists the number of meetings held by the Board and its committees during fiscal 2024:

Board and Committees meetings summary

	Regular	Special	Total
Board of Directors	6	1	7
Audit Committee	5	—	5
Governance Committee	4	—	4
Human Resources Committee	4	2	6

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MANAGEMENT PROXY CIRCULAR 2024

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KEY BOARD ACHIEVEMENTS

| Strategy and capital allocation | • Continued to oversee the Company's strategic priorities such as the modernization of the supply chain, loyalty programs, and the implementation of the Company's digital strategy.
• Continued to oversee the Company's capital allocation strategy. |
| --- | --- |
| Risk Management Oversight | • Reviewed all material risks identified by management, including climate risk, and examined the effectiveness of the measures put in place to manage these risks. |
| Shareholder engagement, governance and corporate responsibility | • Received updates on the implementation of year three (3) of the 2022-2026 Corporate Responsibility Plan.
• Oversaw and monitored the Company's climate strategy.
• Amended the Audit Committee mandate to reflect the Audit Committee's role in overseeing material risks including operational risks such as financial, fraud and regulatory risks as well as information security, cybersecurity, climate-related, and reputational risks.
• Met with four (4) significant shareholders of the Company to discuss governance priorities and processes.
• Proceeded with the annual Board evaluation process.
• Continued the Board and committee renewal efforts by reviewing criteria, skills and profile needed at the Board and committee levels to ensure thoughtful Board succession planning. |
| Human resources | • Continued to oversee and monitor health and safety culture and results.
• Recommended the introduction of a new Performance Share Units (PSUs) Plan, with the assistance of the Board's compensation advisor, Hexarem.
• Recommended new share ownership requirements (coming into effect in fiscal 2025), and a change in the way the Company determines compliance with shareholding requirements for all LTIP participants (came into effect in fiscal 2024), with the assistance of the Board's compensation advisor, Hexarem.
• Engaged in a benchmarking exercise and recommended the compensation structure for the Chief Operating Officer – METRO (coming into effect in fiscal 2025) with the assistance of the Board's compensation advisor, Hexarem.
• Reviewed the performance and recommended, where relevant, the compensation of senior executives, including the President and Chief Executive Officer and the Executive Vice-President, Chief Financial Officer and Treasurer.
• Oversaw and supported succession planning and key appointments.
• Reviewed and recommended minor modifications to the Employee Code of Conduct and the Respect in the Workplace Policy. |

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MANAGEMENT PROXY CIRCULAR 2024

25

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4.2 Information on director nominees

SIZE AND INDEPENDENCE

BOARD TENURE

LANGUAGES MASTERED

TOTAL EQUITY HOLDINGS OF DIRECTOR NOMINEES

The following table discloses the total holdings in Shares and DSUs of the director nominees as of December 4, 2024 and December 1, 2023. The total value of Shares and DSUs is determined by multiplying the number of Shares and DSUs held by each director nominee by the closing price of the Shares on the TSX on December 4, 2024 ($92,78) and on December 1, 2023 ($68.32).

	December 4, 2024	December 1, 2023
Shares	312,908	327,543
DSUs	135,988	198,529
Total value	$41,648,571	$35,941,239

DIRECTOR NOMINEES

The following pages contain information on the nominees for the position of director of the Company. Each nominee for the position of director of the Company holds the principal occupation indicated therein. The nominees' experience as well as their previous functions, as applicable, are hereinafter summarized. The other boards of public companies on which nominees currently serve, information relating to their board and committee meeting attendance, and equity holdings in the Company are also mentioned. None of the nominees serve together on the same board of another public company, except for Mr. Brian McManus and Mr. Eric R. La Flèche who both serve on the board of directors of the Bank of Montréal.

Additional information on the nominees for the position of director can be found in the "Directors and Officers" section of the Annual Information Form. The Annual Information Form is available on SEDAR+ (www.sedarplus.ca) as well as on the Company's corporate website (www.corpo.metro.ca).

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MANAGEMENT PROXY CIRCULAR 2024

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METRO INC.
MANAGEMENT PROXY CIRCULAR 2024
27

Lori-Ann Beausoleil
FCPA, FCA
Mississauga (Ontario) Canada

Business advisor at Wildeboer Dellelce LLP and Corporate Director
Age: 61
Status: Independent
Director since: 2022
Language mastered: English
2024 annual meeting votes in favour: 99.29% (178,359,545 voting shares)

Ms. Beausoleil is a Corporate Director and a retired Partner of PricewaterhouseCoopers LLP (PwC). Over her 35-year career at PwC, she held various leadership positions including National Leader – Compliance, Ethics and Governance, National Real Estate Leader, National Forensic Services Leader and a member of PwC's Deals Leadership Team. She currently is a Board member and Audit Committee Chair of Canadian Apartment Properties Real Estate Investment Trust (CAPREIT), Lead Director, Board member and Audit Committee Chair of Brookfield Real Estate Income Trust Inc. (a private REIT), and Lead Director, Board member and Financial & Audit Committee Chair of Cboe Canada Inc. She is also a member of the Canadian Chartered Professional Accountants and the Chartered Professional Accountants of Ontario and is a CPA Ontario Fellow (FCPA). She holds a Bachelor of Commerce degree from the University of Toronto.

Meryse Bertrand
Ad. E.
Westmount (Québec) Canada

Chair of the Board of Governors – McGill University and Corporate Director
Age: 65
Status: Independent
Director since: 2015
Languages mastered: French, English
2024 annual meeting votes in favour: 97.93% (175,923,159 voting shares)

Ms. Bertrand is Chair of the Board of Governors of McGill University, Chair of the Board of Directors of PSP Investments and a Corporate Director. She is also a member of the Board of Directors of the Institute of Corporate Directors of which she was, from 2019 to 2021, the Chair of the Board (Quebec Chapter). From 2016 to 2017, she was Strategic Advisor and Counsel at Borden Ladner Gervais LLP and, prior to that, she was Vice-President, Real Estate Services, Legal Services and General Counsel at CBC/Radio-Canada. Before 2009, she was a partner of Davies Ward Philips & Vineberg LLP. She was named Advocatus emeritus (Ad. E.) in 2007 by the Québec Bar. Ms. Bertrand holds a Bachelor's degree in Civil Law (B.C.L.) from McGill University and a Master's degree in Risk Management from New York University (Stern School of Business).

Meeting attendance during fiscal 2024
| | Regular | Special | Total |
| --- | --- | --- | --- |
| Board | 6/6 | 0/1 | 6/7 |
| Audit | 5/5 | — | 5/5 |
| Governance | 4/4 | — | 4/4 |
| Total attendance | | 94% | |

Other public company board membership
| Canadian Apartment Properties REIT | | Since 2021 |
| --- | --- | --- |

Information on equity holdings
| | December 4, 2024 | December 1, 2023 |
| --- | --- | --- |
| Shares(1) | — | — |
| DSUs(1) | 5,247 | 3,366 |
| Total value at risk(1) | $486,817 | $229,965 |
| Value at risk as multiple of base annual retainer(2) | 3.54 | 1.67 |
| Variation | 112% | |

Minimum holding requirement met
Target
3 x base annual retainer

Meeting attendance during fiscal 2024
| | Regular | Special | Total |
| --- | --- | --- | --- |
| Board | 6/6 | 1/1 | 7/7 |
| Governance (Chair) | 4/4 | — | 4/4 |
| Human Resources | 4/4 | 2/2 | 6/6 |
| Total attendance | | 100% | |

Other public company board membership
N/A

Information on equity holdings
| | December 4, 2024 | December 1, 2023 |
| --- | --- | --- |
| Shares(1) | 1,800(3) | 1,800(3) |
| DSUs(1) | 17,065 | 15,116 |
| Total value at risk(1) | $1,750,295 | $1,155,701 |
| Value at risk as multiple of base annual retainer(2) | 12.73 | 8.41 |
| Variation | 51.45% | |
| Minimum holding requirement met | Target | |
| ✓ | 3 x base annual retainer | |

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METRO INC.
MANAGEMENT PROXY CIRCULAR 2024

Pierre Boivin
O.C., C.Q.
Montréal (Québec) Canada

Vice Chair and Special Advisor – Claridge Inc.
Age: 71
Status: Independent
Director since: 2019
Languages mastered: French, English
2024 annual meeting votes in favour: 97.80% (175,682,521 voting shares)

Merting attendance during fiscal 2024
| Regular | Special | Total |
| --- | --- | --- |
| Board | 6/6 | 1/1 |
| Governance | 4/4 | — |
| Total attendance | 100% | |

Other public company board membership
| National Bank of Canada | Since |
| --- | --- |
| | 2013 |

Mr. Boivin is Vice Chair of the board of directors and Special Advisor to Claridge Inc., a private investment firm. From 2011 to 2023, he was President and Chief Executive Officer of Claridge Inc. He was appointed Chancellor of McGill University on July 1st, 2024. He is also a member of the board of directors of the National Bank of Canada and the CH Group Inc., and the Chairman of the board of Solotech Inc. From 2013 to 2020, he was a member of the board of directors of the Canadian Tire Corporation, Limited. Since 2017, he has been involved in the development of the artificial intelligence ecosystem in Québec and Canada. From 2004 to 2018, he was a board member and the Chairman, from 2006 to 2012, of the CHU Sainte-Justine Foundation. He studied Commerce at McGill University. Mr. Boivin was appointed Chevalier de l'Ordre national du Québec in 2017. In 2009, the Université de Montréal awarded him an honorary Doctorate and he was appointed Officer of the Order of Canada.

Information on equity holdings
| December 4, 2024 | December 1, 2023 |
| --- | --- |
| Shares(1) | 5,390 |
| DSUs(1) | 18,171 |
| Total value at risk(1) | $2,185,990 |
| Value at risk as multiple of base annual retainer(2) | 6.62 |
| Variation | 56% |
| Minimum holding requirement met | Target |
| ☑ | 3 x base annual retainer |

Merting attendance during fiscal 2024
| Regular | Special | Total |
| --- | --- | --- |
| Board | 6/6 | 0/1 |
| Total attendance | 86% | |

Other public company board membership
N/A

Francois J. Coutu
Montréal (Québec) Canada

Pharmacist
Age: 69
Status: Non-Independent
Director since: 2018
Languages mastered: French, English
2024 annual meeting votes in favour: 99.97% (179,573,200 voting shares)

Merting attendance during fiscal 2024
| December 4, 2024 | December 1, 2023 |
| --- | --- |
| Shares(1)(4) | — |
| DSUs(1) | 10,246 |
| Total value at risk(1) | $950,624 |
| Value at risk as multiple of base annual retainer(2) | 6.91 |
| Variation | 67% |
| Minimum holding requirement met | Target |
| ☑ | 3 x base annual retainer |

Mr. Coutu has held various management positions within the Jean Coutu Group over a period of more than 25 years, including President and Chief Executive Officer from 2007 to 2018 and President until May 31, 2019, and has assumed various responsibilities as a member of the board committees. He also acted as chair of the board of directors of the Canadian Association of Chain Drug Stores (CACDS) and was a director of Rite Aid Corporation. Mr. Coutu is a pharmacist by trade, holds a Bachelor's degree in Business Administration from McGill University as well as a Bachelor's degree in Pharmacy from Samford University. He is a member of the board of directors of the School of Pharmacy of Samford University.

Information on equity holdings
| December 4, 2024 | December 1, 2023 |
| --- | --- |
| Shares(1)(4) | — |
| DSUs(1) | 10,246 |
| Total value at risk(1) | $950,624 |
| Value at risk as multiple of base annual retainer(2) | 6.91 |
| Variation | 67% |
| Minimum holding requirement met | Target |
| ☑ | 3 x base annual retainer |

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METRO INC.
MANAGEMENT PROXY CIRCULAR 2024

Michel Coutu
Montréal (Québec) Canada

2024 annual meeting votes in favour: 99.97% (179,573,432 voting shares)

President – MMC Investments Inc.
Age: 71
Status: Non-Independent
Director since: 2018
Languages mastered: French, English

Mr. Coutu has been President of MMC Investments Inc. since 2010. He previously acted as President of the U.S. operations of the Jean Coutu Group and as President and Chief Executive Officer of The Jean Coutu Group (PJC) USA, Inc. He was also a member of the board of directors of the National Association of Chain Drug Stores in the United States and was co-chair of the board of directors of Rite Aid Corporation. Mr. Coutu holds a degree in Finance and a Bachelor's degree in Civil Law from Université de Sherbrooke and an MBA from the University of Rochester (Simons School of Business). He is a Governor of the Faculty of Commerce of the Université de Sherbrooke. In 2005, he received a Doctorate Honoris Causa from the Massachusetts College of Pharmacy and Health Sciences.

Stephanie Coyles
Toronto (Ontario) Canada

2024 annual meeting votes in favour: 99.18% (178,163,094 voting shares)

Meeting attendance during fiscal 2024

Board	Regular	Special	Total
Total attendance	6/6	1/1	7/7
Other public company board membership
N/A

Information on equity holdings

	December 4, 2024	December 1, 2023
Shares(1)(4)	180	180
DSUs(1)	12,731	10,780
Total value at risk(1)	$1,197,883	$748,787
Value at risk as multiple of base annual retainer(2)	8.71	5.45
Variation	60%
Minimum holding requirement met		Target

3 x base annual retainer

Meeting attendance during fiscal 2024

	Regular	Special	Total
Board	6/6	1/1	7/7
Audit	5/5	—	5/5
Governance	4/4	—	4/4
Total attendance		100%

Other public company board membership

	Since
Sun Life Financial Inc.	2017

Ms. Coyles is a director and member of the Governance, Investment and Conduct Review Committee and Chair of the Management Resources Committee of Sun Life Financial Inc. Additionally, she was until January 2024, a director and member of the Audit Committee and of the Corporate Governance Committee at Corus Entertainment Inc. From March 2019 to February 2020, she was a board member of Hudson's Bay Company prior to it becoming a private company. Prior to becoming a corporate director, Ms. Coyles was Chief Strategic Officer at LoyaltyOne Co. from 2008 to 2012 and, before that, spent most of her career as a management consultant and eventually as a partner at McKinsey & Company. She holds a Bachelor's degree in Commerce from Queen's University and a Master's degree in Public Policy from Harvard University (Kennedy School of Government). She is a graduate of the Directors Education Program of the Institute of Corporate Directors (ICD) and completed a CERT certificate in cybersecurity oversight from Carnegie Mellon University and the Board Oversight Climate Change program offered by the ICD.

Information on equity holdings

	December 4, 2024	December 1, 2023
Shares(1)	3,200	3,200
DSUs(1)	20,920	19,570
Total value at risk(1)	$2,237,854	$1,555,646
Value at risk as multiple of base annual retainer(2)	16.28	11.31
Variation	44%
Minimum holding requirement met		Target

3 x base annual retainer

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METRO INC.
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Geneviève Fortier
Blainville (Québec) Canada

Chief Executive Officer – Promutuel Assurance

Age: 57

Status: Independent

Director since: 2024

Languages mastered: French, English

2024 annual meeting votes in favour: 99.96% (179,565,671 voting shares)

Ms. Fortier has been Chief Executive Officer of Promutuel Assurance since 2019. She is the first woman to hold this position since the company was founded nearly 170 years ago. From 2018 to 2019, she was Senior Vice-President, Sales and Distribution for SSQ Insurance. Over the course of her career, Ms. Fortier has held a number of executive positions in the pharmaceutical and insurance industries, including with McKesson Canada from 2007 to 2017. She is currently Chair of the Board of Investissement Québec (IQ). Ms. Fortier is also Chair of the Board of Directors of the Canadian Association of Mutual Insurance Companies, President of the Quebec chapter of the Insurance Bureau of Canada, and member of the Board of Directors of Équité Association since 2024. She is a recipient of the Ordre national du Québec. A Fellow conseillère en ressources humaines agréée, she holds bachelor's and master's degrees in industrial relations from Université Laval.

Meeting attendance during fiscal 2024

Board	Regular	Special	Total
4/4	—	4/4
3/3	1/1	4/4
Total attendance			100 %

Other public company board membership

N/A

Marc Guay
Oakville (Ontario) Canada

Corporate Director

Age: 66

Status: Independent

Director since: 2016

Languages mastered: French, English, Other

2024 annual meeting votes in favour: 99.45% (178,642,849 voting shares)

Information on equity holdings

Board	Regular	Special	Total
4/4	—	4/4
3/3	1/1	4/4

Total value at risk(1)

100 %

Value at risk as multiple of base annual retainer(2)

Variation

Minimum holding requirement met

January 30, 2027(3)

Target

3 x base annual retainer

Meeting attendance during fiscal 2024

Board	Regular	Special	Total
6/6	1/1	7/7
5/5	—	5/5
4/4	2/2	6/6

Total attendance

100%

Other public company board membership

Board	Regular	Special	Total
100%

Mr. Guay retired from PepsiCo Foods Canada Inc. in August 2015 after 29 years of service. He held the position of President of PepsiCo Foods Canada Inc. from 2008 to 2015 and President of Frito Lay Canada Inc. from 2001 to 2008. Mr. Guay is a trustee on the board of trustees of Boston Pizza Royalties Income Fund (the "Fund") since 2018 and was named Chair of the board of trustees in June 2019. He is a member of the Audit Committee of the Fund and of Boston Pizza GP Inc., the general partner of Boston Pizza Royalties Limited Partnership, the administrator of the Fund, and a member of the Governance Committee of Boston Pizza GP Inc. He holds a Bachelor's degree in Commerce from HEC Montréal and completed the Advanced Executive Program of Northwestern University (Kellogg School of Business). He is a graduate of the Directors Education Program of the Institute of Corporate Directors (ICD).

Information on equity holdings

Board	Regular	Special	Total
4,213	4,213	4,213
19,607	17,061	17,061
Total value at risk (1)			$1,453,440
$2,210,020			$1,453,440
16.07			10.57

Variation

Minimum holding requirement met

52.05%

Target

3 x base annual retainer

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Eric R. La Flèche
Town of Mount Royal (Québec)
Canada

President and Chief Executive Officer of the Company
Age: 62
Status: Non-Independent
Director since: 2008
Languages mastered: French, English
2024 annual meeting votes in favour: 99.57%
(178,865,088 voting shares)

Mr. La Flèche has been President and Chief Executive Officer of the Company since April 2008. He joined the Company in 1991 as Head of Real Estate, and then held various management positions, including Executive Vice-President and Chief Operating Officer from 2005 to 2008. Mr. La Flèche holds a Bachelor's degree in Civil Law from the University of Ottawa and an MBA from the Harvard Business School. He is a director and member of the Human Resources Committee of the Bank of Montreal. Mr. La Flèche was recognized as Canada's Outstanding CEO of the Year for 2020 by the Financial Post and is involved with several not-for-profit organizations, including Centraide of Greater Montréal and the Montréal Neurological Institute.

Meeting attendance during fiscal 2024

	Regular	Special	Total
Board	6/6	1/1	7/7
Total attendance		100%
Other public company board membership
			Since
Bank of Montreal			2012

Information on equity holdings

	December 4, 2024	December 1, 2023
Shares(1)	281,000	274,208
DSUs(6)	—	—
Total at risk value(1)	$26,071,180	$18,733,891
Value at risk as multiple of base annual retainer(6)	—	—
Variation	39%
Minimum holding requirement met(7)		Target

5 x base salary

Christine Magee
Oakville (Ontario) Canada

Corporate Director
Age: 65
Status: Independent
Director since: 2016
Language mastered: English
2024 annual meeting votes in favour: 98.47%
(176,891,321 voting shares)

Ms. Magee was co-founder and, from 2014 to 2024, Chair of the Board of Directors of Sleep Country Canada Holdings Inc. where she also assumed the role of President from 1994 to 2014. Ms. Magee serves on the board of directors of TELUS Corporation where she is a member of the Pension Committee and Human Resources and Compensation Committee. She is also Chair Emeritus of the board of Trillium Health Partners, a non-for-profit organization, and Vice Chair of its Audit Committee. She was director of Sirius XM Canada Holdings Inc. from 2014 to 2016, Cott Corporation from 2004 to 2008 as well as of McDonald's Restaurants of Canada Limited from 1999 to 2004. She holds an Honours Bachelor's degree in Business Administration (HBA) from the University of Western Ontario (Ivey Business School). She was appointed Member of the Order of Canada in 2015.

Meeting attendance during fiscal 2024

	Regular	Special	Total
Board	5/6**	0/1**	5/7
Governance	3/4**	—	3/4
Human Resources	3/4**	2/2	5/6
Total attendance		76%

Other public company board membership

	Since
TELUS Corporation	2018

Information on equity holdings

	December 4, 2024	December 1, 2023
Shares(1)	1,125	1,125
DSUs(1)	20,576	18,239
Total value at risk(1)	$2,013,419	$1,322,948
Value at risk as multiple of base annual retainer(2)	14.64	9.62
Variation	52%
Minimum holding requirement met		Target

3 x base annual retainer

** Ms. Magee missed the Board and Committee meetings held on October and November 2023 due to a death in her family.

METRO INC.
MANAGEMENT PROXY CIRCULAR 2024
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Brian McManus
Beaconsfield (Québec) Canada

Executive Chair – Polycor Inc.
Age: 57
Status: Independent
Director since: 2020
Languages mastered: French, English

2024 annual meeting votes in favour: 99.53% (178,791,971 voting shares)

In 2024, Mr. McManus was appointed Executive Chair of the Board of Directors of Polycor Inc., a global leader in the natural stone industry. From 2001 until he retired in 2019, Mr. McManus was President and Chief Executive Officer of Stella-Jones Inc., a manufacturer of pressure-treated wood products. During 2020, he was a partner at Cafa Financial Corporation acting in a senior advisory role. In 2021, Mr. McManus was appointed as the Executive Chair and Chief Executive Officer for Uni-Select Inc. He stepped down from this position in 2023 following the successful sale of the company to a strategic investor. He is also a director and member of the risk committee of Bank of Montreal. Mr. McManus holds a B.A. in Economics from McGill University and an MBA from the University of Western Ontario (Ivey Business School).

Meeting attendance during fiscal 2024

	Regular	Special	Total
Board	6/6	1/1	7/7
Audit	5/5	—	5/5
Human Resources	4/4	2/2	6/6
Total attendance		100%

Other public company board membership

	Bank of Montreal	Since
2024

Information on equity holdings

	December 4, 2024	December 1, 2023
Shares(1)	16,000	16,000
DSUs(1)	7,406	5,154
Total value at risk(1)	$2,171,609	$1,445,241
Value at risk as multiple of base annual retainer(2)	15.79	10.51
Variation	50%
Minimum holding requirement met		Target

3 x base annual retainer

Pietro Satriano
Winnetka (Illinois) United States

Corporate Director
Age: 61
Status: Independent
Director since: 2023
Languages mastered: French, English, Other

2024 annual meeting votes in favour: 99.95% (179,550,104 voting shares)

Mr. Satriano is a corporate director. He retired in 2022 from US Foods, a foodservice distributor, where he served as CEO from 2015 to 2017, and Chairman and CEO from 2017 to 2022. Prior to this, Mr. Satriano was President of Loyalty One Canada, then operators of the Air Miles Reward Program, and Executive Vice-President, Food Segment at Loblaw Companies. Mr. Satriano currently serves on the board of directors of CarMax, a used vehicle retailer based in the United States and listed on the New York Stock Exchange. He is also a Senior Advisor for the Boston Consulting Group, as well as a Senior Lecturer at the Harvard Business School. Mr. Satriano holds a degree in Economics from Harvard University and an MBA from the Harvard Business School.

Meeting attendance during fiscal 2024

	Regular	Special	Total
Board	6/6	1/1	7/7
Audit	5/5	—	5/5
Total attendance		100%

Other public company board membership

	CarMax, Inc. (NYSE)	Since
2018

Information on equity holdings

	December 4, 2024	December 1, 2023
Shares(1)	—	—
DSUs(1)	2,830	921
Total value at risk(1)	$262,567	$62,923
Value at risk as multiple of base annual retainer(2)	1.91	0.46
Variation	3.17%
Minimum holding requirement met		Target
April 17, 2026		3 x base annual retainer

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Notes on the tables of director nominees:

(1) Calculated by using the Shares' closing price on the Toronto Stock Exchange on December 4, 2024 ($92.78) and on December 1st, 2023 ($68.32).

(2) Calculated using the annual base retainer as of September 28, 2024 ($137,500) and as of September 30, 2023 ($137,500).

(3) Ms. Bertrand also controls 6,870 Shares of which she does not have beneficial ownership.

(4) At the closing of the Transaction, following the issuance of Shares of the Company as partial payment of the purchase price, the Coutu family was issued Shares which now represent around 9.41% of the Shares.

(5) Ms. Fortier will have until January 30, 2027, to comply with the minimum shareholding requirement.

(6) As President and Chief Executive Officer of the Company, Mr. La Flèche, does not receive compensation for acting as director and does not receive DSUs.

(7) As President and Chief Executive officer of the Company, Mr. La Flèche is not subject to the Company's shareholding guidelines for directors. He is subject to shareholding requirements for executive officers. More information on these requirements can be found in the "Shareholding requirements for NEOs" section of this Circular.

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METRO INC.
MANAGEMENT PROXY CIRCULAR 2024

5. Director compensation

Where to find it

5.1 DIRECTOR SHAREHOLDING GUIDELINES ... 35
5.2 DEFERRED SHARE UNIT PLAN ... 36
5.3 DIRECTOR COMPENSATION PAYMENT TABLE ... 36
5.4 SHARE-BASED AWARDS ... 37

34

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Director Compensation

Only directors who are not employees of the Company receive compensation for acting as members of the Board of Directors and any of its committees.

The Board of Directors' policy is to offer its directors competitive compensation. In that respect, the Board of Directors compares the compensation of the Company's directors with that of Canadian public companies included in the same reference group as the Company every two (2) years. For more information about said reference group, including the criteria used by the Company to select the companies included in the group, please refer to the section entitled "Reference Group" of this Circular. The Governance Committee reviewed the compensation of directors and concluded that the compensation for directors needed to be adjusted in fiscal 2025 to remain substantially equivalent to the median compensation for the reference group.

Directors who are not employees or former employees of the Company are not eligible to receive pension plan benefits under the terms of any of the Company's Pension Plans and are not entitled to any Option grants under the Company's Option Plan.

Director compensation for the fiscal year ended September 28, 2024 consisted of the following elements:

Elements of compensation	Director	Amount payable
Base annual retainer	Chair of the Board	$330,000
	Director	$137,500
Committee chair annual retainers	Chair of the Audit Committee	$27,500
	Chair of the Governance Committee	$27,500
	Chair of the Human Resources Committee	$27,500
Committee annual membership fee	All directors who sit on a committee (fee is per committee membership), except Committee chairs	$10,000

5.1 Director shareholding guidelines

In order to better align the interests of the directors with those of the shareholders, the Company has elaborated guidelines regarding non-employee directors' compensation and the number of securities of the Company that they are minimally required to hold. The director shareholding guidelines require that a director hold a minimum of three (3) times his or her base annual retainer in DSUs and/or Shares. Each director has three (3) years to comply with this minimum shareholding requirement and, in the case of a newly appointed Chair of the Board, three (3) years after the appointment.

Until each director holds three (3) times his or her base annual retainer in DSUs and/or in Shares, each director must receive his or her base annual retainer or, at such director's option, his or her total annual compensation in DSUs. Afterwards, each director will continue to receive at least 25% of his or her total compensation in DSUs. Based on the current base annual retainer of $137,500 for directors who are not employees of the Company and $330,000 for the Chair of the Board, the minimum shareholding requirement represents $412,500 for non-employee directors and $990,000 for the Chair of the Board.

The following table contains information on the achievement of the minimum shareholding guidelines by each director nominee who is not an employee of the Company:

Name	Shareholding requirement	Total value of DSUs and Shares held ($)	Value of DSUs and Shares as a multiple of base annual retainer	Guidelines met or deadline to meet guidelines
Lori-Ann Beausoleil	3 x base annual retainer ($412,500)	486,817	3.54	☑
Maryse Bertrand	3 x base annual retainer ($412,500)	1,750,295	12.73	☑
Pierre Boivin	3 x base annual retainer ($990,000)	2,185,990	6.62	☑
François J. Coutu(1)	3 x base annual retainer ($412,500)	950,624	6.91	☑
Michel Coutu(1)	3 x base annual retainer ($412,500)	1,197,883	8.71	☑

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Stephanie Coyles	3 x base annual retainer ($412,500)	2,237,854	16.28	✓
Geneviève Fortier	3 x base annual retainer ($412,500)	110,315	0.80	January 30, 2027
Marc Guay	3 x base annual retainer ($412,500)	2,210,020	16.07	✓
Christine Magee	3 x base annual retainer ($412,500)	2,013,419	14.64	✓
Brian McManus	3 x base annual retainer ($412,500)	2,171,609	15.79	✓
Pietro Satriano	3 x base annual retainer ($412,500)	262,567	1.91	April 17, 2026

Note:
(1) At the closing of the Transaction, following the issuance of Shares of the Company as partial payment of the purchase price, the Coutu family was issued Shares which now represent around 9.41% of the Shares.

5.2 Deferred Share Unit Plan

The main terms of the DSU Plan are the following:

• the Company's DSU Plan came into effect on February 1, 2004;
• each director who participates in the DSU Plan has an account in their name into which the DSUs are credited and held until such director ceases to be a director of the Company. The number of DSUs credited to such director's account is calculated by dividing the amount of the eligible compensation by the DSU Value;
• DSU holders are credited additional DSUs in an amount equal to the dividends paid on Shares of the Company. The number of DSUs credited is calculated by multiplying the amount of a declared dividend by the number of DSUs held by the DSU holder and then dividing this number by the DSU Value;
• DSUs can only be bought back from the Termination Date;
• from the Termination Date, the director whose functions have ceased may request a buyback of all DSUs credited to his or her account by providing a Notice. The Company will then pay such director a lump sum in cash equal to the number of all DSUs credited to such director's account on the Unit Buyback Date multiplied by the DSU Value on the Unit Buyback Date less tax withholdings; and
• DSUs are not considered Shares of the Company and, as such, they do not confer the rights to their holders to which shareholders of the Company are normally entitled to.

5.3 Director compensation payment table

The following table illustrates how the fees earned for acting as directors of the Company in relation to fiscal 2024 have been paid.

Name	Payment in cash ($)	Payment in cash (% of total compensation)	Payment in DSUs ($)	Payment in DSUs (% of total compensation)	Total fees ($)
Lori-Ann Beausoleil	18,113	11.50	139,388	88.50	157,500
Maryse Bertrand	43,811	25	131,432	75	175,242
Pierre Boivin	133,650	40.50	196,350	59.50	330,000
François J. Coutu	—	—	137,500	100	137,500

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MANAGEMENT PROXY CIRCULAR 2024

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Michel Coutu	—	—	137,500	100	137,500
Stephanie Coyles	78,750	50	78,750	50	157,500
Geneviève Fortier(1)	—	—	98,632	100	98,632
Russell Goodman	28,990	50	28,990	50	57,979
Marc Guay	—	—	175,242	100	175,242
Christian W.E. Haub	—	—	48,868	100	48,868
Christine Magee	—	—	157,500	100	157,500
Brian McManus	—	—	169,202	100	169,202
Pietro Satriano	—	—	147,500	100	147,500

Note:
(1) Ms. Fortier was appointed director of the Company on January 30, 2024. Compensation declared in the table above reflects compensation earned by Ms. Fortier between her appointment and the end of the fiscal year.

5.4 Share-based awards

The following table shows, as at December 4, 2024, the share-based awards under the DSU Plan held by each Director since their appointment, which have vested but have not yet been paid. There are no option-based awards for directors. These DSU awards have been granted solely as payment for the fees earned by the directors. The DSU awards include, however, DSUs granted to cover dividends paid on Shares of the Company.

Name	Share-based awards
	Share-based awards that have vested (number) – DSUs	Market or payout value of share-based awards that have vested but have not been paid ($)(1)
Lori-Ann Beausoleil	5,247	486,817
Maryse Bertrand	17,065	1,583,291
Pierre Boivin	18,171	1,685,905
François J. Coutu	10,246	950,624
Michel Coutu	12,731	1,181,182
Stephanie Coyles	20,920	1,940,958
Geneviève Fortier(2)	1,189	110,315
Marc Guay	19,607	1,819,137
Christine Magee	20,576	1,909,041
Brian McManus	7,406	687,129
Pietro Satriano	2,830	262,567

Notes:
(1) Based on the closing price on December 4, 2024 ($92.78).
(2) Ms. Fortier was elected director of the Company on January 30, 2024.

METRO INC.

MANAGEMENT PROXY CIRCULAR 2024

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METRO INC.
MANAGEMENT PROXY CIRCULAR 2024

6. Corporate Governance Practices

Where to find it

Corporate Governance Practices ... 39
6.1 BOARD OF DIRECTORS ... 39
6.2 PRESIDENT AND CEO ... 45
6.3 DIVERSITY ... 45
6.4 SHAREHOLDER ENGAGEMENT ... 47
6.5 ETHICAL BUSINESS CONDUCT ... 48
6.6 CORPORATE RESPONSIBILITY ... 50
6.7 GOVERNANCE DISCLOSURE ... 52

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Corporate Governance Practices

The Board of Directors believes that good corporate governance is important and the Company imposes on its directors, officers and employees rigorous rules of ethics.

The Company complies in all material respects with the guidelines adopted by the Canadian Securities Administrators and with the standards of other regulatory bodies. The statement of the Company's corporate governance practices is set forth in this section of the Circular.

Additional information on the Board of Directors and its committees is set out in this section and the "Committee Reports" section of this Circular.

6.1 Board of Directors

Mandate of the Board of Directors

The Board of Directors has adopted a written mandate in which it acknowledges its stewardship responsibility. Every year, the Governance Committee reviews the mandate of the Board of Directors to determine if it requires updating, and in such case, makes the recommendations to this effect to the Board of Directors. The complete mandate of the Board is included in Exhibit D and available on the Company's corporate website (www.corpo.metro.ca).

Under its mandate, the Board of Directors is responsible for overseeing the management of the business and affairs of the Company, including its affiliated entities and their divisions, in all respects. In addition to decisions requiring the Board's approval pursuant to the law or the Company's articles and by-laws, the Board assumes the responsibility for the following matters, either directly or through one of its committees: (1) strategic planning and risk oversight, (2) human resources, including the appointment of senior executive officers and compensation policies, (3) audit matters, including the appointment of auditors, (4) corporate responsibility which includes sustainable development and climate change, and (5) the approval of all other important decisions, including those relating to material investments and transactions. The Board also develops the Company's approach to corporate governance and ensures that the Company complies with the relevant corporate governance guidelines and regulatory disclosure requirements.

The Board is responsible for succession planning at the Board level and self-assesses its own effectiveness as well as that of its committees and of individual directors. The Board approves the general goals for the Company which management is responsible for meeting. One of the Board's main expectations of management is the protection of the Company's interests and the long-term maximization of the shareholders' investment. The Board of Directors has the authority to retain, at the expense of the Company, any outside consultant necessary to allow it to carry out its duties.

Independence of the Board of Directors

A meeting of the directors without management present, chaired by the Chair of the Board, takes place at the end of all meetings of the Board of Directors. In addition, a meeting of the independent directors, chaired by the Chair of the Board, also takes place at the end of all meetings of the Board of Directors.

External boards

The information pertaining to the directors who serve on the board of another reporting issuer can be found in section 4.2 "Information on Director Nominees" of this Circular. The Board of Directors has adopted a policy limiting the number of directorships of its directors to a maximum of four (4) public companies, including the Company. In addition, no more than two (2) directors of the Company shall hold a director seat on the same board of another public company at the same time. Therefore, the Governance Committee of the Company takes into consideration the external directorships of potential director nominees and does not propose a slate of directors for election by shareholders if the election of those directors would result in more than two (2) simultaneous situations where two (2) directors hold a director seat on the same board of another public company. A director of the Company must obtain the prior approval of the Governance Committee, or of the Chair of the Board and the Chair of the Governance Committee, before submitting his or her candidacy as director of another public company.

Orientation and continuing education

There is a training and orientation program intended for new members of the Board of Directors. Pursuant to this program, new directors are provided with reports on the Company's business operations and internal affairs. New directors meet with the Chair of the Board of Directors and the President and Chief Executive Officer to discuss the operations of the Company and the Company's expectations towards each director. The Chair of the Board of Directors also informs new directors about the Company's corporate governance practices and, in particular, the role of the Board of Directors, its committees and each director. This program also allows new directors to meet with the committee chairs, to visit the Company's distribution centers, food stores and pharmacies and to meet key management team members.

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Once this training and orientation program is completed, the Chair of the Governance Committee obtains feedback from the new directors to ensure they feel adequately prepared to carry on their duties as directors of the Company.

The Company acknowledges that a board of directors' good performance stems from directors who are well informed; as such, the Company provides each director with a handbook that contains relevant documentation and information about the Company, including the Information Policy and the Directors' Code of Ethics.

At each meeting of the Board of Directors, the directors have the opportunity to hear presentations given by executive officers on various topics regarding the Company's operations. The directors also take part, periodically, in organized visits of the Company's facilities including distribution centers as well as its retail network. The Governance Committee reviews and suggests matters upon which information sessions for Board members would be appropriate. Board members also have the opportunity to share their interest in that regard.

The following formal educational sessions took place during fiscal 2024:

Topic	Internal or external presenter	Date	Attendees
Financial models applicable to the various retail banners	Internal	November 2023	All members of the Audit Committee, P. Boivin and E. La Flèche
The Quebec tax holiday rules for major projects	External	January 2024	All members of the Audit Committee, P. Boivin and E. La Flèche
Overview of the privacy legislative framework in Canada and the Company's compliance plan	Internal	April 2024	All members of the Audit Committee, P. Boivin and E. La Flèche
Leadership Development	Internal	April 2024	All members of the Human Resources Committee and E. La Flèche
Impact of inflation and the economic context on consumer behavior and implications for retailer	External	April 2024	L.-A. Beausoleil, M. Bertrand, P. Boivin, F.J. Coutu, M. Coutu, S. Coyles, G. Fortier, M. Guay, E. La Flèche, C. Magee, B. McManus
Food Safety	Internal	August 2024	All members of the Audit Committee, P. Boivin and E. La Flèche
The influence of demographics on Ontario's economy	External and Internal	August 2024	All Board members

These formal educational sessions allowed Board members to keep themselves up to date on these fast-changing aspects of the business.

Each year, Board members and executives also attend a strategic planning session.

The Company ensures that all directors are members of the Institute of Corporate Directors (ICD) and pays their ICD membership fees.

COMPETENCY REQUIREMENTS AND OTHER INFORMATION

The Board of Directors and the Governance Committee believe that directors should possess two (2) types of qualifications:

i) general qualifications that all directors must exhibit; and
ii) particular skills and experience that should be represented on the Board as a whole, but not necessarily by each director.

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The Governance Committee strives to maintain an engaged independent board with broad diverse experience and judgment that is committed to representing the long-term interests of its shareholders and stakeholders. As such, to serve on the Board, all directors must have extensive experience, meet expectations and have the core competencies, which the Company believes as a group they do.

The directors of the Company, who represent a variety of business sectors, must each have the basic competencies and share a set of values to promote the interests of all the shareholders of the Corporation and ensure that the Board of Directors works effectively and productively. The following is a non-exhaustive list of the personal skills and values that directors must demonstrate and is expected of them: (1) business background and experience, (2) integrity and accountability, (3) appropriate knowledge, (4) significant contribution to the discussions and works of the Board and its committees, (5) teamwork, (6) availability, preparation, and attendance at meetings, (7) sound advice, and (8) vision and strategy. The detailed list of competencies and expectations of directors is available on the Company's corporate website (www.corpo.metro.ca).

In addition, the Board of Directors has identified particular competencies and experience that are important to be represented on the Board as a whole, in light of the Company's current and expected future priorities and strategic needs. The specific competency and experience matrix below has been developed to ensure that the composition of the Board of Directors is appropriate and that the required skills and experience are appropriately represented on the Board of Directors. The Governance Committee reviews annually the different directors' skills and experience requirements to ensure that they reflect the evolving priorities and strategic needs of the Company. The skills and experience matrix of the nominees for the position of director of the Company below shows a maximum of six (6) skills for each director nominee, except for Mr. La Flèche and Mr. Satriano, and is not intended to be an exhaustive list of directors' qualifications.

	L.-A. Beausoleil	M. Bertrand	P. Boivin	F. J. Coutu	M. Coutu	S. Coyles	G. Fortier	M. Guay	E. R. La Flèche	C. Magee	B. McManus	P. Satriano
Leadership: CEO / Senior officer of public or private company	☑	☑	☑	☑	☑	☑	☑	☑	☑	☑	☑	☑
Financial / Accounting	☑	☑	☑	☐	☐	☑	☐	☑	☑	☑	☑	☑
Real estate	☑	☑	☐	☑	☑	☐	☐	☐	☑	☐	☐	☐
Retail / Consumer marketing	☐	☐	☑	☑	☑	☑	☑	☑	☑	☑	☐	☑
Human resources / Compensation	☑	☑	☑	☑	☑	☐	☑	☑	☑	☑	☑	☑
Digital / E-commerce / Loyalty	☐	☐	☐	☐	☐	☑	☐	☐	☑	☐	☐	☑
Information systems / Logistics	☐	☐	☐	☑	☑	☑	☑	☑	☑	☐	☑	☐
Risk management	☑	☑	☑	☑	☑	☐	☑	☐	☑	☑	☑	☐
Corporate responsibility(1)	☑	☑	☑	☐	☐	☑	☑	☑	☑	☑	☑	☐

Note:
(1) Corporate responsibility covers expertise on ESG matters, including climate change strategy and risk.

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EVALUATION OF THE EFFECTIVENESS OF THE BOARD, THE COMMITTEES AND THE DIRECTORS

The Board of Directors has designed a comprehensive effectiveness assessment for itself, the committees and the directors under the supervision of the Governance Committee. This assessment occurs on an annual basis using questionnaires that are reviewed every year by the Governance Committee. These questionnaires cover a variety of subjects, including, but not limited to, corporate governance, and include both quantitative and qualitative questions.

The regular assessment consists of a two-part questionnaire completed by each director. The first part consists of an evaluation of the corporate governance practices of the Board of Directors as a whole and of the effectiveness and performance of the Board and the Board committees. The second part consists of an assessment by each director of their and the other directors' performance.

Every three (3) years, a detailed questionnaire replaces the regular questionnaire and only includes qualitative questions. This detailed questionnaire was last used for the fiscal 2021 evaluation and will be used for the fiscal 2024 evaluation scheduled to be completed by next spring.

During the assessment process, the Governance Committee also ensures that the mandate of each committee of the Board of Directors is carried out and assesses the manner in which the Chair of the Board of Directors and the Chairs of each committee fulfill their duties.

The Chair of the Board meets with each director individually on an annual basis to discuss the performance and contributions of the director to the Board and its committees. These individual discussions are also an opportunity for directors to address the Board's effectiveness and possible improvements. These meetings also allow the Chair of the Board to obtain feedback from directors on his performance as Chair of the Board and on the performance of the other directors. The Chair reports on the progress of these discussions to the Governance Committee and to the Board.

Performance evaluation results are reviewed by the Governance Committee. The Chair of the Governance Committee submits a complete report of this analysis to the Board of Directors.

In light of this report, the Chair of the Board of Directors, with the help of the Governance Committee, assesses the process, the effectiveness and/or the need for change in the composition of the Board of Directors, its committees or their Chairs. Following this analysis, management is advised of the relevant recommendations for improvements, in particular with respect to training and development programs for directors, which require its involvement.

A review of the Board and committee mandates is performed on an annual basis to ensure that the Board and its committees are fulfilling their mandate and that these mandates reflect the current responsibilities and activities of the Board and its committees.

COMMITTEES OF THE BOARD OF DIRECTORS

There are currently three (3) permanent Board committees: the Human Resources Committee, the Governance Committee and the Audit Committee. A description of each committee is included in section 7 "Committee Reports" of this Circular.

Mandate of committee chairs

The mandate of the chairs of the Company Board's committees sets out the responsibilities of the committee chairs and what is expected of them. The chair of a committee is responsible for the efficiency of the committee by ensuring that the committee members receive the necessary support and information to perform their duties. The chair of a committee is also responsible for the management of the committee by leading the meetings of the committee and providing the Board with a report on the activities of the Committee. The mandate of the committee chairs is available on the Company's corporate website (www.corpo.metro.ca).

CHAIR OF THE BOARD OF DIRECTORS

The roles of the Chair of the Board and of the Chief Executive Officer are separate.

The Chair of the Board is appointed by resolution of the Board of Directors. The current Chair of the Board is Mr. Pierre Boivin. He started his mandate as Chair of the Board after the 2021 Annual General Meeting of Shareholders. Mr. Boivin is an independent director.

The role and responsibilities of the Chair of the Board of Directors can be summarized as follows.

The Chair of the Board of the Corporation is responsible for the overall leadership of the Board of Directors and is responsible for the effectiveness of the Board of Directors by ensuring that Directors have the administrative support and receive accurate, timely, complete, relevant, honest and clear information to perform their duties. The Chair of the Board of Directors is responsible for the management of the Board of Directors by leading the meetings, by meeting with Board members to

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seek their feedback on Board and committees effectiveness and other matters and by attending the meetings of Board Committees and providing comments and advice to members of these Committees. The Chair of the Board of Directors is also responsible for fostering a strong working relationship between the Board of Directors and senior management and key stakeholders including investors and shareholders.

The mandate of the Chair of the Board of the Company sets out the responsibilities of the Chair of the Board and what is expected of him or her. These responsibilities and expectations are in addition to the Chair of the Board's responsibilities pursuant to applicable legislation, the responsibilities and powers assigned to the Chair of the Board pursuant to the Corporation's articles and by-laws as well as those which may be specifically assigned to the Chair of the Board from time to time by the Board of Directors. The mandate of the Chair of the Board of Directors is available on the Company's corporate website (www.corpo.metro.ca)

ROLE OF THE BOARD OF DIRECTORS AND COMMITTEES

Strategic planning

In conformity with its mandate, the Board of Directors has adopted a strategic planning process for the Company and its subsidiaries. Every year, the Board of Directors holds a strategy session with the senior management team to discuss growth opportunities, competition, potential risks and key enablers. The outcome of these discussions forms the Company's strategic priorities and goals for the coming three (3) to five (5) years. The Company follows the same process for its financial strategic plan.

Senior management promptly reports back to the Board of Directors on any new development which may have a significant strategic impact. This allows the Board of Directors to oversee the execution of the Company's strategic plan to ensure general oversight of the evolution of this plan and to approve any new strategic measure proposed by senior management.

Succession planning at the Board level

The Board of Directors recognizes the importance of ensuring proper succession planning for its directors.

Both the Chair of the Board and the Governance Committee are in charge of Board succession planning. The Governance Committee reviews the experience and expertise needs of the Board on an annual basis. The Chairs of the Board and the Governance Committee review annually the retirement dates of all directors according to the Board Retirement Policy to ensure succession is planned accordingly, both at the Board and at the committee levels.

The Governance Committee establishes processes for Board succession planning, including the use of an evergreen list of potential director nominees and, if needed, the services of recruitment specialists who identify possible director candidates for vacancies on the Board. These recruitment specialists can focus on particular skills and profile, including diversity, identified by the Governance Committee.

The Governance Committee reviews the competence, experience and skills of each of the nominees for the position of director and recommends to the Board of Directors the nominees who best meet the required profile at the time of nomination.

The Chair of the Board and the Chair of the Governance Committee meet with potential director nominees together to discuss their interest and the contributions they could bring to the Board of Directors. The Chairs of the Audit and Human Resources Committees also meet with potential director nominees. After these meetings, if found suitable, potential director nominees meet with the President and Chief Executive Officer of the Company. These discussions are reported to the Governance Committee which decides whether to recommend or not the potential director nominee.

The Governance Committee and the Chair of the Board make their recommendations to the Board of Directors which then chooses a nominee while taking into account, among other things, the list of competencies and expectations of directors and the skills and experience matrix referred above, as well as the availability of the candidates. The Board of Directors also takes into consideration the profiles of each director already serving on the Board of Directors, the needs of the Board in certain skills, and aims to foster diversity, particularly in terms of competence, experience, skills, background and personal attributes, including age, gender, ethnicity, being a member of a visible minority, having a visible or invisible disability, being a member of Indigenous Peoples and being a member of the LGBTQ2+ community, in accordance with the Board's Diversity Policy.

During fiscal 2024, the Governance Committee continued its Board and committee renewal efforts by reviewing criteria, skills and profiles that might be needed at the Board and committee levels, and reviewing the profile of potential director nominee for inclusion on the evergreen list of director nominees to ensure thoughtful Board succession planning. The Governance Committee and the Board concluded that the current directors skills, experience and competencies would continue to serve well the Board and the Company in 2025.

The Board of Directors adopted a Board Chair Selection Policy which serves to establish a process for planning the succession of the Chair of the Board as well as the selection process for the nomination of a new Chair of the Board.

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Executive succession planning

The Company considers executive succession planning to be a fundamental part of the sound management of the Company. Succession plans for the President and Chief Executive Officer and for other members of management are reviewed in detail on an annual basis by the Human Resources Committee and at regular intervals during the year. The Human Resources Committee then makes appropriate recommendations to the Board of Directors. Succession plans for senior management, including the President and Chief Executive Officer, are presented annually to the Board of Directors.

To ensure the long-term development of the leadership and talent within the Company, succession plans include, in particular: emergency plans in response to unforeseen events, identifying potential candidates and their readiness level to assume different types of positions and functions, succession planning on a continuous and integrated basis for the short, medium and long terms, adjustments to succession plans when necessary, implementing and updating individual and organizational development programs, and regular reviews of the processes relating to succession planning and talent management. The process for succession planning and talent management also applies to all management and professional positions of the Company. Equity, diversity and inclusion are important considerations in succession planning. For information on how these elements are included in management succession planning, see the "Diversity" section of this Circular.

Risk management

Management identifies the main risks to which the Company is exposed and also determines adequate measures to manage these risks in a proactive way. The internal audit department has the mandate of monitoring the identification, evaluation and mitigation of all business risks, as well as all insurance activities that are carried out in connection with these risks. Every three (3) years, each major sector of activity is subject to a review or an audit to ensure that control measures have been put in place to address the business risks associated to such sector of activity.

Most of the identified risks fall into the following categories: operational risks such as financial, fraud and regulatory risks, as well as information security, cybersecurity, climate-related, and reputational risks.

One of the responsibilities of the Audit Committee is to review all material risks identified by management and to examine the effectiveness of the measures put in place to manage these risks. In order to do so, the Audit Committee regularly receives from the Internal Audit Department and other assurance providers risk assessments with respect to various business units of the Company. These assessments contain a description of the material risks that could affect any given business unit, and the measures put in place to manage such risks. On a quarterly basis, the Audit Committee receives a presentation of the most important risks affecting the Company and management's assessment as to whether such risks are increasing, stable or declining. A similar presentation is made to the Board at least once a year.

In addition, the Audit Committee receives quarterly a report from the Senior Director, Corporate Security and Resiliency, on security and continuity incidents.

The Audit Committee reviews the measures put in place by management to manage such risks, as well as the review procedures undertaken and to be undertaken by the Internal Audit Department and other assurance providers to regularly assess such risks, including the effectiveness of management's mitigation measures.

The Audit Committee regularly reports back to the Board of Directors regarding risk management. The Board of Directors also receives reports from management on material risks that could affect the Company. The Board also receives once a year a report from Internal Audit on the material risks that could affect the Company.

The Board of Directors and the Human Resources Committee also review the identification and management of risks arising from the Company's compensation policies and practices and the disclosure related thereto. More information about risks arising from the Company's compensation policies and practices may be found under "Our compensation governance practices" section of this Circular.

Additional information on risk management can be found in the "Risk Management" section of the Management Discussion and Analysis, forming part of the 2024 Annual Report. The 2024 Annual Report is available on SEDAR+ (www.sedarplus.ca) as well as on the Company's corporate website (www.corpo.metro.ca).

Information security

While management is responsible for the day-to-day management of information security, the Board of Directors maintains an oversight of the measures put in place to mitigate information security risks. This oversight is performed both at the Board level and through the Audit Committee which is specifically tasked with risk oversight which includes information security risks. The Audit Committee and the Board of Directors receive cybersecurity presentations and information security updates from management on a regular basis.

Additional information on information security can be found in the "Risk Management" section of the 2024 Annual Report. The 2024 Annual Report is available on SEDAR+ (www.sedarplus.ca) as well as on the Company's corporate website (www.corpo.metro.ca).

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Climate risk

The Board of Directors maintains an oversight of the measures put in place by management to mitigate climate risk as well as management's assessment of this risk and its possible impacts on the Company's operations and activities. This oversight is performed both at the Board level and through the Governance Committee which oversees the Company's activities and disclosure with respect to corporate responsibility, including ESG matters and climate change strategy, as well as through the Audit Committee which is specifically tasked with risk oversight, including climate risk. The Company works to increase the resilience of its business to address physical and transitional climate risks through integration of climate risk management into its governance, strategy, risk management and metrics, as recommended by TCFD. Every year, the Company publishes its TCFD report describing, among other things, the Company's risks and opportunities with regards to climate change as well as its Corporate Responsibility Report describing the level of achievement of our various ESG objectives including those relating to climate change.

In fiscal 2024, the Board held a special meeting to review and approve near-term company-wide GHG emission reduction targets and also reviewed and approved, at another meeting, the Corporate Responsibility and TCFD Reports which report on ESG matters including climate change. Finally, the Board reviewed a report on material risks, including climate risk, prepared by the Internal Audit Department of the Company and discussed with the Internal Auditor the content of this report.

Additional information on climate risk can be found in the "Risk Management" section of the 2024 Annual Report. The 2024 Annual Report is available on SEDAR+ (www.sedarplus.ca) as well as on the Company's corporate website (www.corpo.metro.ca).

6.2 President and CEO

The mandate of the President and Chief Executive Officer is described in the Company's General By-Laws which can be found on the corporate website (www.corpo.metro.ca). The President and Chief Executive Officer reports to the Board of Directors and his responsibilities include: i) directing and managing all of the Company's business, subject however to the powers vested exclusively in the Board of Directors or its shareholders; ii) without limiting the generality of the foregoing, establishing the objectives, action plans, policies and strategies of the Company and its subsidiaries and, with the approval of the Board of Directors, implementing same; and iii) performing all other tasks which may be assigned to him from time to time by the Board of Directors of the Company.

At the beginning of each fiscal year, the President and Chief Executive Officer's objectives are approved by the Board of Directors, upon recommendation of the Human Resources Committee, and their performance is evaluated at the end of each fiscal year.

6.3 Diversity

Diversity targets for the representation of women
- 30-40% of Board members
- 30% of senior management by 2026
- 35% of management by 2026

The graphics below illustrate the representation of women on the Board of Directors as well as at the senior management and management levels for the last two (2) fiscal years and at the Board level for the next year assuming that the director nominees will be elected at the Meeting.

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Diversity of the Director Nominees

Senior management (1)

Note:
(1) This group includes the President and Chief Executive Officer of the Company and the Vice-Presidents of the Company and its major subsidiaries.

Management (excluding senior management)

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BOARD DIVERSITY

The Company recognizes the importance of diversity of thought, background, skills and experience in the design and composition of the Board of Directors and strives to create an open and receptive environment where all voices are heard, respected, and feel included. In this context, the policy on diversity adopted by the Board of Directors specifically references age, gender, having a visible or invisible disability, ethnicity, being a member of a visible minority, being a member of Indigenous People and being a member of the LGBTQ2+ community as personal attributes fostering diversity. In accordance with its diversity policy, the Board of Directors wishes to maintain Board composition in which persons who identify as women comprise a minimum of 30 to 40% of Board members, a range that has been increased from a fixed target of 30% in 2023 to reflect the Board's commitment to continue its efforts to increase gender diversity and better represent the communities served by the Company. The policy also provides for a Board composition in which at least one (1) Board member belongs to one (1) of the following groups: visible minorities, ethnic minorities, people with visible or invisible disabilities, Indigenous peoples or members of the LGBTQ2+ community. In addition, the Board of Directors strives to recognize and address any inequity in its policies, procedures and actions so as to foster an environment where all directors are fairly and equally treated. Finally, the Company is a long-time supporter of Catalyst, a global non-profit organization that helps build workplaces that work for women.

This year, the Company proposes five (5) women among the group of 12 nominees for the position of director representing 42% of the Company's directors. The Company will continue to meet its target for the representation of individuals who identify as women.

At this time, the Company has one (1) director nominee who identifies as a member of a visible minority, therefore meeting the representation target set forth in the policy on diversity at the Board level for the representation of individuals belonging to at least one (1) of the following groups: visible minorities, ethnic minorities, people with visible or invisible disabilities, Indigenous peoples or members of the LGBTQ2+ community.

The Company will continue to measure its diversity policy's efficiency with regards to its targets on an annual basis to ensure it continues to meet or exceed the targets. In making its decision to select a director nominee, the Governance Committee takes into consideration the profiles of each director already serving on the Board and aims to foster diversity, particularly in terms of competence, experience, skills, background, and personal attributes as prescribed in the policy on diversity at the Board level. For more information on the director recruitment process, please refer to the "Succession planning at the Board level" section above.

The diversity policy is available on the Company's corporate website (www.corpo.metro.ca).

MANAGEMENT DIVERSITY

The Company's diversity policy expressly encompasses equity, diversity and inclusion. It provides, amongst other things, that the Company reviews the competence, experience and skills of each of the candidates for leadership positions and aims to foster diversity among its employees by taking into account personal attributes, including the representation of men and women as well as the diverse background of each candidate. To ensure candidates to leadership positions include women, the policy on diversity provides, among other things, that, whenever possible, at least one (1) woman candidate shall be among the group of identified candidates for each such position.

As part of its 2022-2026 Corporate Responsibility Plan, the Company has set targets for the representation of women and members of underrepresented racial or ethnic groups amongst senior management and the management teams. By 2026, women are expected to represent 30% of senior management and 35% of management while members of underrepresented racial or ethnic groups are expected to represent 17% of management and senior management positions. The Company has also established guidelines and policies for the recruitment and the succession planning processes as well as invested in equity, diversity and inclusion initiatives to support the achievement of its objectives. The Company reviews the effectiveness of its diversity policy applicable to its employees every three (3) years and will continue to make changes as may be necessary.

6.4 Shareholder engagement

The Board of Directors has adopted a written policy regarding shareholder engagement as it believes that constructive engagement with the Company's shareholders is important for good corporate governance and transparency. Under the terms of this policy, the Board welcomes shareholder inquiries and comments relating to the following matters ("Board Matters"):

• Corporate governance practices and disclosure;
• Corporate responsibility and environmental, social and governance matters;
• Board performance;
• Executive performance, compensation and succession planning; and
• Board and Committee composition and succession planning.

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Matters not directly related to the foregoing are most appropriately addressed by management through the Company's Investor Relations team. All shareholder inquiries and comments relating to the Company's business and operations, financial results, strategic direction and similar matters should be directed to the Company's Investor Relations team at finance@metro.ca.

The Board has designated the Corporate Secretary as its agent to receive communications addressed to the Board or any director. Shareholders or other stakeholders may communicate with the Board by writing to the Corporate Secretary at secretaire.corpo@metro.ca.

The Chair of the Board or the Chair of the Governance Committee will consider each request and determine how to proceed. Any subsequent communication or meeting will be limited to the predetermined topics identified in the communication or meeting's agenda.

The Board, under the Shareholder Engagement Policy and through the Governance Committee, establishes annually a program to engage directly with key shareholders to discuss Board Matters. This program allows the Chair of the Board and the Chair of the Governance Committee, together with the Chair of any other relevant committee of the Board if necessary, to exchange views regularly with shareholders on relevant governance topics and trends, receive feedback on the performance of the Company and the Board with respect to Board Matters and discuss potential areas of improvement, if any. In 2024, the Chair of the Board and the Chair of the Governance Committee met with four (4) significant shareholders of the Company in order to discuss relevant governance topics. Various subjects were discussed during these meetings, including board renewal and diversity, Corporate Responsibility plan and strategy including climate strategy, governance, stakeholder relations, virtual meetings of shareholders and capital allocation.

The text of the policy is available on the Company's corporate website (www.corpo.metro.ca).

6.5 Ethical business conduct

The Board is responsible for setting out and ensuring the application of rules of ethics to the directors of the Company.

The Board is also responsible for ensuring that the Company's management creates and supports a culture in which ethical business conduct is recognized, valued and exemplified throughout the organization. The Board must also satisfy itself as to the integrity of the President and Chief Executive Officer, other corporate officers and senior management.

The Governance Committee, the Human Resources Committee and the Audit Committee support the Board in its oversight of the Company's ethics program.

The Board of Directors has therefore adopted a Directors' Code of ethics and an Employee Code of Conduct applicable to executives and employees. These codes are available on SEDAR+ (www.sedarplus.ca) and on the Company's corporate website (www.corpo.metro.ca). These codes address the elements recommended in Policy Statement 58-201.

The Board has also adopted various other policies that are part of its ethics program.

The following sections provide an overview of the Directors' Code of ethics, the Employee Code of Conduct and the policies.

Directors' Code of Ethics

The Board of Directors has adopted the Directors' Code of Ethics setting out rules of ethics applicable to all directors. All new candidates to the position of director receive a copy of the Directors' Code of Ethics, acknowledge in writing that they have read and understood said Code of Ethics and undertake to respect same. The list of competencies and expectations of directors provides that the directors of the Company must act with integrity and respect the highest ethical and fiduciary standards.

The Directors' Code of Ethics provides that every director must, while exercising their duties, act prudently, diligently, with honesty and loyalty, in the best interest of the Corporation and in accordance with the Corporation's obligations towards its shareholders, employees, customers and its other stakeholders. The Director's Code of Ethics also provides that every director must comply with the law and with the Corporation's articles and by-laws and the various policies and guidelines adopted by the Corporation. Every director must devote such time and attention to their duties as may be reasonably required in the circumstances.

Under the Director Code of Ethics, all directors must avoid situations involving a conflict of interests. Situations of potential conflict of interests are dealt with as follows:

i) All directors must report to the Chair of the Board of Directors and the Chair of the Governance Committee any real or apprehended situation that could give rise to a conflict of interests as soon as they become aware of the situation;

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ii) The Governance Committee reviews all situations reported by directors and makes recommendations to the Board of Directors;
iii) The Board of Directors determines, if necessary, upon recommendation of the Governance Committee, the actions to be taken with respect to any situation giving rise to a conflict of interests.

Every year, the directors of the Company must declare all conflicts of interest in a questionnaire and must furthermore notify the Company of any subsequent change in their situation. The Company's Vice-President, General Counsel and Corporate Secretary, reviews the directors' questionnaires and reports back to the Governance Committee about all actual or potential breaches of the Director Code of Ethics regarding conflicts of interest.

Employee Code of Conduct

The Employee Code of Conduct applies to all employees of the Company, including executives. The Employee Code of Conduct:

i) emphasizes the duties of care, loyalty, confidentiality, non-solicitation of employees and duty to act in the best interest of the Company;
ii) aims at fostering a safe and respectful work environment exempt from any form of harassment;
iii) establishes rules regarding certain business practices, including gifts, invitations and solicitations; and
iv) sets out rules of conduct with respect to conflicts of interest.

The rules of conduct applicable to employees found in the Employee Code of Conduct specify, among other things, that all executives and employees must act with care, honesty, diligence, efficiency, commitment, loyalty and fidelity in order to ensure that the Company maintains a reputation of quality, dependability and integrity. The Employee Code of Conduct also requires that employees perform their duties in the best interest of the Company and its shareholders while respecting human rights and the law.

In addition, not only does the Employee Code of Conduct require employees to avoid all conflicts of interest throughout their tenure at the Company but it also requires them not to accept gifts unless same quality as an acceptable business practice defined in the Employee Code of Conduct. Moreover, the Employee Code of conduct specifies that: "Employees shall avoid situations where they may become involved, directly or indirectly, in a business similar to, or in competition with, METRO's or in any entity that does or seeks to do business with METRO". Every year, the senior executives of the Company must declare all conflicts of interest in a questionnaire and must furthermore notify the Company of any subsequent change in their situation. The Company's Vice-President, Human Resources, reviews the senior executives' questionnaires and reports back, whenever necessary, and at least once a year in all circumstances, to the Human Resources Committee on any situation of actual or potential conflict of interest or breach of the Employee Code of Conduct.

When hired, all employees must sign a form pursuant to which they acknowledge having read the Employee Code of Conduct and undertake to comply with same. They must also sign a disclosure about their private interests, which is updated on a regular basis. All employees, except unionized employees, must also acknowledge once a year that they have reviewed the Employee Code of Conduct, that they understand it and that they will comply with it.

In fiscal 2024, the Employee Code of Conduct was reviewed in compliance with the regular review provision it contains. The Board of Directors, upon recommendation from the Human Resources Committee, approved minor modifications to the Employee Code of Conduct to reflect certain legislative changes pertaining to confidential and personal information, changes to operational practices (ex.: telework) and to the interval at which the Employee Code of Conduct will be reviewed which will move from three (3) to five (5) years. The updated version of the Code will come into effect when it is rolled out in 2025.

Compensation Clawback and No-Hedging

The Directors' Code of Ethics and the Employee Code of Conduct also include provisions prohibiting employees and directors of the Company from short selling, directly or indirectly, the Company's securities or Options or trading in put or call options relating to the Company's Shares, as well as provisions providing for the clawback of executives' compensation in the event of a restatement or misconduct of the Code of Conduct. For more details on the clawback and no-hedging provisions, please refer to the "Executive compensation clawback" and "No hedging" sections of this Circular.

Director Resignation Policy

The Board has also adopted a Policy regarding the resignation of a director which requires a director to offer their resignation to the Chair of the Board of Directors, same being subject to the approval of the Board of Directors, in the event that: i) such director no longer meets the legal requirements or those set forth by the Board

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of Directors; ii) there is a material change in the director's function, employment or assignment; or iii) such director has breached or noted a potential breach to the Directors' Code of Ethics. The full text of the policy is available on the Company's corporate website (www.corpo.metro.ca).

Information Policy

The purpose of the Company's Information Policy is to ensure that all Company communications aimed at the general investing public are correct, timely and widely distributed in accordance with all applicable legal and regulatory requirements. A committee was established to, among other things, review the information and authorize its disclosure before it is released to the public. When the committee deems information to be important, it authorizes disclosure unless disclosure of that information can seriously harm the interests of the Company, in which case the information is kept confidential. A decision to keep the information confidential is reviewed periodically by the committee.

The Company's Information Policy provides that the employees and directors of the Company are subject to trading prohibition periods with respect to trading the securities of the Company during regular periods in the course of the Company's business and when important information is not publicly disclosed. In addition, any director and officer of the Company shall continue to be bound by these trading prohibition periods during an additional period of three (3) months following termination of service.

The Information Policy also contains information on circumstances in which employees and directors of the Company may not trade on the Company's securities even if they are not under a trading prohibition period.

Any employee of the Company who commits a breach of the Information Policy is subject to disciplinary measures, including dismissal without prior notice.

Policy regarding complaints

The Audit Committee approved a policy allowing anyone, including the employees of the Company, to submit an anonymous complaint regarding illegal acts (such as fraud, theft, vandalism, harassment, intimidation, questionable practices, including questionable practices regarding accounting, internal controls and auditing matters) in connection with the Company's activities. Complaints may be submitted over the telephone, by email, through an online platform or by mail. All complaints received that are related to questionable practices regarding accounting, internal controls and auditing matters are sent directly to the Senior Director, Internal Audit, who is responsible for reviewing such complaints and, if needed, making due inquiry. At each of its meetings, the Audit Committee is provided with a report of all complaints received together with the results of any investigation and, if applicable, any corrective measures to be implemented. Complaints that are not related to questionable practices regarding accounting, internal controls and auditing matters are reviewed by the Company's Senior Director, Corporate Security and Resilience, and, if needed, investigated. A report of all such complaints pertaining to respect in the workplace is also made at meetings of the Human Resources Committee. The full text of the Company's policy regarding complaints can be found on the Company's corporate website (www.corpo.metro.ca).

Policy regarding the hiring of partners or employees of the Auditors

The Audit Committee approved a policy governing the Company's hiring of certain candidates to key positions. This policy applies to any partner, employee or former partner or employee of the current or former external auditors of the Company who applies for a position which entitles the candidate to exercise decision-making authority or significantly influence decision-making regarding the presentation of financial information or auditing matters. More specifically, the candidate must not have been involved in the auditing of the Company's financial statements within the 12 months preceding the hiring date. Moreover, the eventual hiring of such candidate must not compromise the independence of the Auditors.

6.6 Corporate Responsibility

In 2024, the Company published its 14th Corporate Responsibility (CR) report, the third of its 2022-2026 CR plan. It has implemented a number of structuring programs pertaining to responsible procurement, the environment, climate as well as equity, diversity and inclusion.

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Our corporate responsibility priorities

• Implement responsible procurement practices that protect biodiversity, encourage local sourcing and safeguard human rights.
• Promote and enhance the health, nutrition and well-being of our customers.
• Reduce our footprint by using less packaging, choosing environmentally responsible materials, and facilitating their recovery and recycling.

• Address climate change through the reduction of our greenhouse gas emissions.

• Avoid sending waste generated by our activities to landfills.

• Limit food waste by ensuring that food waste generated by our activities is not thrown away as long as it is safe for consumption.
• Create an equitable, diverse and inclusive workplace that reflects our customers.
• Help reduce social inequities by contributing to the well-being of communities and generating sustainable benefits.

Disclosure

The Company published its first corporate responsibility report in fiscal 2011 and has been reporting on its progress annually ever since. The reports disclose how value is created through corporate responsibility for the Company and its stakeholders – customers, employees, suppliers, shareholders and community partners. Sound management of ESG matters is central to the Company's approach and enables it to be a responsible food and pharmacy leader which integrates a sustainable development perspective into its business model.

2022-2026 Corporate Responsibility Plan

In 2024, the Company implemented year three (3) of the 2022-2026 Corporate Responsibility Plan. The various teams worked on the priorities set in the plan and are on track to meet most of the related objectives. In particular, the Company disclosed for the first time its results against its five (5) near-term science-based greenhouse gas emission reduction targets set in 2023. The Company also published its first Report under the Fighting Against Forced Labour and Child Labour in Supply Chains Act, and continued its partnership with Sphera, formerly SupplyShift, to assess the practices of its suppliers and thus improve transparency within its supply chain.

The Governance Committee received regular updates on the advancement of the work against the plan's priorities from members of senior management to whom these priorities were assigned and was part of discussions regarding the execution and evolution of the plan.

Corporate responsibility governance

The Company's corporate responsibility governance is integrated into the management structure, led by the executive team. It relies on specific individuals throughout the decision-making and implementation processes, all under the oversight of the Board of Directors.

Board of Directors

Oversees the Company's activities and disclosure related to corporate responsibility, including ESG matters, through the Governance Committee. The Board also approves corporate responsibility plans and reports.

Executive Committee

Approves the corporate responsibility strategy and ensures priorities are aligned with the Company's business strategy and the incentive plans of all relevant executives and employees, and that objectives are met.

Vice Presidency, Public Affairs and Communications

Develops strategic corporate responsibility directives, supports the Vice Presidents accountable for corporate responsibility plan programs, and reports on progress to the Executive Committee and to the Governance Committee.

In-house teams

Reporting to the Vice Presidents accountable for the programs in the corporate responsibility plan, the teams assigned to the initiatives ensure continuous progress by working toward established goals and targets. For specific priorities, including the environment, climate change, equity, diversity and inclusion, responsible procurement, packaging and printed materials, and health and safety, specific working groups or committees have been set up to bring together stakeholders from different teams.

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6.7 Governance Disclosure

The following documents, to which we have made reference throughout this Circular, are available on the Company's corporate website (www.corpo.metro.ca):

• Notice of Meeting
• Circular
• Annual Information Form
• User Guide – Hybrid Meeting
• Annual Report
• Majority Voting Policy
• Shareholder Rights Plan
• Mandate of the Board of Directors
• List of competencies and expectations of directors
• Mandate of the committee chairs
• Mandate of the Chair of the Board
• General By-Laws
• Shareholder Engagement Policy
• Directors' Code of Ethics
• Employee Code of Conduct
• Director Resignation Policy
• Policy Regarding Complaints
• Mandate of the Governance Committee
• Mandate of the Audit Committee
• Mandate of the Human Resources Committee
• Option Plan
• PSU Plan
• Equity, Diversity & Inclusion Policy of the Board of Directors
• Equity, Diversity & Inclusion Policy (EDI).

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7. Committee Reports

Where to find it

7.1 GOVERNANCE AND CORPORATE RESPONSIBILITY COMMITTEE ...54
7.2 AUDIT COMMITTEE ...56
7.3 HUMAN RESOURCES COMMITTEE ...59

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The standing committees of the Board of Directors are: the Human Resources Committee, the Audit Committee and the Governance Committee.

7.1 Governance and Corporate Responsibility Committee

The Governance Committee chaired by Ms. Maryse Bertrand develops and monitors the Company's policy on corporate governance. The Committee met four (4) times during fiscal 2024. Preparatory sessions before the Governance Committee meetings were held with the Chair of the Board, who is a member of the Governance Committee, with the Corporate Secretary and, as appropriate, with the Vice President, Public Affairs and Communications. The Company's President and Chief Executive Officer, Mr. Eric R. La Flèche, was invited to participate in all Committee meetings. In camera sessions were held at all meetings of the Governance Committee. The Governance Committee reports to the Board at each Board meeting that follows a Governance Committee meeting.

Composition of the Governance Committee

The Governance Committee is comprised of five (5) directors, Maryse Bertrand (Chair of the Committee), Pierre Boivin, Stephanie Coyles, Christine Magee and Lori-Ann Beausoleil, all of whom are independent.

Maryse Bertrand

Pierre Boivin

Stephanie Coyles

Christine Magee

Lori-Ann Beausoleil

Role of the Governance Committee

The primary objective of the Governance Committee is to assist the Board of Directors in fulfilling its oversight responsibilities. The key functions of the Governance Committee are the following:

1. Corporate Governance Guidelines and Policies: The Governance Committee is responsible for developing and recommending to the Board of Directors corporate governance guidelines for the Company and making recommendations to the Board of Directors with respect to corporate governance practices: The Governance Committee oversees the development, monitoring and preparation of any policy, disclosure or orientation with respect to general corporate governance matters. The Governance Committee also oversees the Company's compliance with governance best practices and regulatory standards.
2. Corporate Governance Disclosure: The Governance Committee oversees the preparation of the Company's Statement of Corporate Governance Practices for annual disclosure as required by regulatory standards and best practices.
3. Corporate Responsibility: The Governance Committee oversees the Company's activities and disclosure with respect to corporate responsibility which includes ESG matters and climate change strategy.
4. Shareholder Engagement: The Governance Committee oversees the application and review of the Company's Shareholder Engagement Policy and establishes annually a program to engage directly with key shareholders to discuss Board Matters.
5. Board Renewal and Compensation: The Governance Committee is responsible for the renewal, composition and succession planning of the Board of Directors and proposing nominees to the Board of Directors for the position of directors of the Company. The Governance Committee also reviews periodically Director compensation and makes recommendations to the Board in that respect.
6. Board Performance and Processes: The Governance Committee supports the Chair of the Board of Directors in the conduct of an assessment of the effectiveness of the Board of Directors, its committees and its committee Chairs by developing processes to assess Board effectiveness, reviewing the results of such assessment and submitting a report thereon to the Board of Directors. The Governance Committee also puts in place and reviews various processes such as the process for the nomination of the Chair of the Board and the onboarding process of directors.
7. Directors' Code of Ethics: The Governance Committee is responsible for overseeing compliance with the Directors' Code of Ethics. This committee is also responsible for reviewing the Directors' Code of Ethics to make sure that it is up to date and that it covers all regulatory requirements and corporate governance matters.

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(8) Education Program for Directors: The Governance Committee develops and provides an orientation and education program for new directors as well as a continuing education program for all directors.

Mandate of the Governance Committee

The Board of Directors has adopted a mandate for the Governance Committee as well as an administrative resolution governing the procedure of all committees. The mandate sets out in details the role of the Governance Committee including the key functions mentioned in the preceding section. The Governance Committee carries all of the responsibilities recommended in Policy Statement 58-201, and its mandate further provides that it has the authority to retain the services of an external advisor, if need be. Every year, the Governance Committee reviews its mandate to determine if it requires updating and, in such case, makes recommendations to this effect to the Board of Directors. The mandate of the Governance Committee is available on the Company's corporate website (www.corpo.metro.ca).

External Director Compensation Consultant

As part of the Board's ongoing commitment to the application of good governance guidelines, the Governance Committee retained the services of Hexarem, in July 2024, as its external compensation consultant to review the compensation of the independent Board members compared to other companies of a similar stature as well as the Director minimum shareholding requirement and the way in which such requirement can be met.

Main activities of the Governance Committee during fiscal 2024

Corporate Governance Guidelines and Policies

• Reviewed the Director Policy on Diversity and ensured its ongoing compliance by the Board of Directors;
• Reviewed and updated the Majority Voting Policy;
• Received the Information Policy Committee Report as well as reviewed the Information Policy and recommended changes to update such policy.

Corporate Governance Disclosure

• Reviewed best practices in corporate governance;
• Reviewed, improved and recommended the approval by the Board of Directors of the corporate governance disclosure in the 2023 and 2024 Information Circulars.

Corporate Responsibility

• Oversaw the application of the Corporate Responsibility Plan, in particular environmental and climate change strategy. More specifically, the Committee met twice during the year with relevant members of management who are in charge of the Corporate Responsibility Plan to review progress and discuss strategy;
• Monitored investor and stakeholder feedback on Corporate Responsibility matters;
• Reviewed and recommended the approval by the Board of the Report under the Fighting against Forced Labour and Child Labour in Supply Chains Act;
• Received the Company's Environmental Committee's report and reviewed the Environmental Policy;
• Reviewed the Corporate Responsibility and TCFD Reports and recommended to the Board of Directors their approval.

Shareholder Engagement

• Reviewed and selected the four (4) significant shareholders with whom the Chairs of the Board and Governance Committee engaged during the year as part of the shareholder engagement process and the agenda for those meetings;
• Reported to the Board on the results of the shareholder engagements meetings;
• Reviewed the Shareholder Engagement Policy;
• Reviewed the shareholder proposals received by the Company for its 2024 and 2025 Annual General Meetings of shareholders and the Company's response.

Board Renewal and Compensation

• Continued the Board of Directors and committee renewal efforts by reviewing criteria, skills and profile needed at the Board and committee levels to ensure

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thoughtful Board and committee succession planning;

• Oversaw Geneviève Fortier's onboarding as a new Board of Directors member;
• Recommended the nominees to sit on the Board of Directors and on the Board of Directors' committees;
• Reviewed the Director skills and experience matrix;
• Reviewed and updated the evergreen list of potential director nominees;
• Retained Hexarem as its external Director compensation consultant;
• Reviewed Board members compensation and minimum share ownership requirements.

Board Performance and Processes

• Reviewed and modified the forms of questionnaire used to assess Board of Directors performance;
• Oversaw the annual Board of Directors evaluation process, including individual Director's review results, and provided a report to the Board of Directors on evaluation results;
• Assessed the independence of Board of Directors members;
• Discussed and reviewed with management the strategic planning session content and format;
• Reviewed the Board and committees mandates and recommended to the Board of Directors changes to the Audit Committee mandate;
• Reviewed the Board of Directors size and composition;
• Set out objectives that the Committee would have to fulfill in fiscal 2024 and achieved those objectives.

Directors' Code of Ethics

• Reviewed the Director's Code of Ethics;
• Received a Report from the Vice-President, General Counsel and Corporate Secretary on the absence of material conflict of interests.

Education Program for Directors

• Elaborated a list of continuing education sessions for Directors;
• Followed with Ms. Geneviève Fortier further to her onboarding with a view to continuously improve the onboarding process.

The Governance Committee is satisfied that it has appropriately fulfilled its mandate in fiscal 2024.

7.2 Audit Committee

The Audit Committee chaired by Mr. Brian McManus assists the Board of Directors in its oversight of the integrity of the Company's financial statements and financial information. The Committee met five (5) times during fiscal 2024. Preparatory sessions before the Audit Committee meetings were held with the Auditors' senior personnel engaged on the audit, the Internal Auditor, the Chief Financial Officer, the Corporate Controller, and the Corporate Secretary. The Company's President and Chief Executive Officer and the Chairman of the Board were invited to participate in all Committee meetings. In camera sessions were held at all quarterly meetings of the Audit Committee with each of management, the Internal Auditor, the Auditors and, at the end of every meeting, amongst committee members alone. The Audit Committee reports to the Board at each Board meeting that follows an Audit Committee meeting.

Composition of the Audit Committee

At the end of fiscal 2024, the Audit Committee was comprised of the five (5) members listed below, all of whom were independent and possessed the education and experience that are relevant to the performance of their duties on the Audit Committee. Ms. Beausoleil is considered a qualified financial expert while the other members of the Audit Committee are financially literate.

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• Lori-Ann Beausoleil is a Chartered Professional Accountant who acquired her experience by serving as a partner at PwC for more than 20 years. She is a member of the Audit Committee of Canadian Apartment Properties REIT and the Chair of the Audit Committee of Brookfield Income Trust Inc. and of Cboe Canada Inc.
• Stephanie Coyles was a member of the Audit Committees of Corus Entertainment Inc. and Sun Life Financial Inc. She also acquired her experience while she acted as Senior Vice-President and Chief Strategic Officer of LoyaltyOne Co. which reported its results in accordance with IFRS.
• Marc Guay served as president for a period of 15 years, first at Frito Lay Canada Inc. and then at PepsiCo Foods Canada Inc. Mr. Guay is also a member of the Audit Committees of Boston Pizza Royalties Income Fund and of Boston Pizza GP Inc., the general partner of the administrator of Boston Pizza Royalties Income Fund, the administrator of Boston Pizza Royalties Limited Partnership.
• Brian McManus, Committee Chair, acquired his experience while being a partner at Cafa Corporate Finance, an international investment banking firm specializing in financial advisory, corporate finance, mergers and acquisitions, and restructuring, and as President and Chief Executive Officer of Uni-Select Inc., which at the time was a publicly traded company, and Stella-Jones Inc., a publicly traded company.
• Pietro Satriano acquired his experience while acting as Chief Executive Officer of US Foods, a publicly traded company.

Lori-Ann Beausoleil

Stephanie Coyles

Marc Guay

Brian McManus

Pietro Satriano

Role of the Audit Committee

The primary objectives of the Audit Committee are to review the adequacy and effectiveness of the actions taken by the various stakeholders in order to fulfill their responsibilities regarding the integrity of the Company's financial statements and financial information and to assist the Board of Directors in its oversight of:

• the integrity of the Company's financial statements;
• the internal and external auditors' qualifications and independence;
• the performance of the Company's internal audit function and the Auditors;
• the effectiveness of internal controls;
• the Company's compliance with legal and regulatory requirements; and
• the identification by management of the Company of the material risks that may affect the Company, their evolution and the implementation by management of the Company of appropriate measures to manage and monitor such risks.

The key functions of the Audit Committee are:

(1) Financial Information: The Audit Committee reviews before their public disclosure the audited annual financial statements and the interim financial statements, the Management Discussion & Analysis and all press releases relating to the financial statements and/or financial outlook information. The Audit Committee also reviews the Annual Information Form and the Proxy Circular as well as the accounting policies and their justification.

(2) Internal Controls: The Audit Committee verifies that mechanisms are in place to comply with regulations on internal controls and financial reporting and reviews the conclusions of the work supporting the certifications to be filed with the authorities. The Audit Committee also reviews all material and significant weaknesses with respect to internal controls and financial reporting, including the existence of fraud, and the corrective measures implemented. The Audit Committee establishes procedures for the receipt and treatment of complaints regarding accounting, internal controls and auditing matters.

(3) Internal Audit: The Audit Committee oversees the Internal Audit function of the Company. It reviews the Internal Audit plan, performance, independence and objectivity. It also reviews the results of the internal audit activities, including all material risk assessments and audit reports as well as significant issues, which it reports to management and management's responses or corrective actions thereon. The Committee also reviews any issues brought forward by

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Internal Audit including any difficulties encountered by the Internal Audit function.

(4) External Auditors: The Audit Committee recommends to the Board the appointment of the Auditors. It reviews the Auditors' reports on various matters including on their audit of the Company's annual financial statements. It ensures that the Auditors receive the cooperation from management of the Company and discusses with the Auditors any disagreements encountered during the audit with management and ensures such disagreements are resolved. It also preapproves all non-audit services rendered by the Auditors to the Company as well as all audit and non-audit fees. The Audit Committee examines the qualifications, performance, and independence of the Auditors.

(5) Regulatory Compliance: The Audit committee reviews the reports received from time to time regarding any legal or regulatory issues that could have a material impact on the Company.

(6) Risk Management: The Audit Committee reviews reports on material risks identified by management and examines the effectiveness of the measures put in place to manage these risks. It also reviews the risk management policies for material risks recommended by management and regularly obtains from management reasonable assurance on the compliance with these policies.

Mandate of the Audit Committee

The Board of Directors has adopted a mandate for the Audit Committee as well as an administrative resolution governing the procedure of all committees. The mandate sets out in detail the role of the Audit Committee including the key functions mentioned in the preceding section. The Audit Committee carries all of the responsibilities recommended in National Instrument 52-110 - Audit Committees, and its mandate further provides that it has the authority to retain the services of an external advisor, if need be. Every year, the Audit Committee reviews its mandate to determine if it requires updating and, in such case, makes recommendations to this effect to the Governance Committee. The mandate of the Audit Committee can be found in Exhibit B of the Annual Information Form, available on SEDAR+ (www.sedarplus.ca), as well as on the Company's corporate website (www.corpo.metro.ca).

Main activities of the Audit Committee during fiscal 2024

Financial Information:

• Reviewed and recommended for approval by the Board the interim and annual financial statements, report to shareholders, MD&A and related press releases;
• Reviewed and recommended for approval by the Board the annual disclosure documents including the Annual Report, Circular and Annual Information Form;
• Attended education sessions on accounting principles, standards and relevant Company activities and risks.

Internal Controls:

• Received and reviewed quarterly reports from the Company's disclosure committee on disclosure controls and procedure and on internal controls over financial reporting.

Internal Audit:

• Reviewed and approved the Internal Audit three-year audit plan;
• Monitored the execution of the Internal Audit Plan and the Internal Audit's activities;
• Discussed with the Internal Auditor the results of the Internal Audit activities, the performance of the Internal Audit function, the adequacy of Internal Audit processes and staffing, and the effectiveness of coordination between the Internal Auditor and management.

External Auditors:

• Reviewed the Auditors' qualifications, performance and independence by receiving from the Auditors a report on their internal evaluation of the quality of their work and by reviewing answers from the Auditors, management and Committee members to a quality control questionnaire;
• Provided the Board with a report on the quality review of the Auditors and recommended the appointment of the Auditors as external auditors of the Company;
• Received confirmation that the Auditors' firm is a participating audit firm in good standing of the Canadian Public Accountability Board (CPAB);
• Received each quarter from the Auditors a letter confirming their independence;

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• Reviewed the audit fees payable to the Auditors and recommended them for approval by the Board;
• Preapproved the audit and non-audit mandates given to the Auditors and preapproved their fees;
• Received from, reviewed and discussed, every quarter, with the Auditors their interim review report;
• Received, reviewed and discussed with the Auditors their annual audit report;
• Discussed with the Auditors any problem encountered during the audit, the cooperation of employees and officers of the Company, the effectiveness of controls and the reliability of financial reporting and information systems;
• Oversaw the rotation of the Auditors' partners on the Company's audit.

Regulatory Compliance:

• Received from the Corporate Controller a quarterly report on tax matters;
• Received from the General Counsel a quarterly report on regulatory matters and litigation.

Risk Management:

• Reviewed quarterly Internal Audit risk assessments and audit reports and discussed same with the Internal Auditor and management;
• Reviewed and discussed with the Internal Auditor a quarterly report on the top material risks faced by the Company, including climate risks;
• Reviewed from and discussed with the Senior Director, Security and Resiliency, a business continuity and incident management program status report;
• Received each quarter from the Senior Director, Security and Resiliency, a Security and Continuity Incident Report;
• Reviewed and discussed with the General Counsel the latter's quarterly report on material regulatory matters and litigation files;
• Received from management a cybersecurity and information technology risk update;
• Generally oversaw and monitored risk management, including climate risk.

Governance and Processes:

• Reviewed the Audit Committee mandate and recommended that changes be brought to the mandate to define the notion of material risks;
• Monitored the fulfilment by the Audit Committee of its mandate;
• Set out objectives that the Committee would have to fulfill in fiscal 2024 and achieved these objectives.

The Audit Committee is satisfied that it has appropriately fulfilled its mandate in fiscal 2024.

7.3 Human Resources Committee

The Human Resources Committee chaired by Mr. Marc Guay develops and monitors the Company's policies on organizational effectiveness, executive compensation and succession planning. The Committee met six (6) times during fiscal 2024. Preparatory meetings are held by the Chair of the Human Resources Committee with the Vice-President, Human Resources and other executives as required before each Human Resources Committee meeting. The Company's President and Chief Executive Officer, Mr. Eric R. La Flèche, and the Chairman of the Board, Mr. Pierre Boivin, were invited to participate in all Human Resources Committee meetings. In camera sessions are held at all meetings of the Human Resources Committee. The Human Resources Committee reports to the Board at each Board meeting that follows a Human Resources Committee meeting.

Composition of the Human Resources Committee

The Human Resources Committee is comprised of five (5) directors, Marc Guay (Chair of the Committee), Maryse Bertrand, Geneviève Fortier, Christine Magee and Brian McManus, all of whom are independent.

Each Human Resources Committee member has the relevant experience and competencies to perform his or her duties:

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• Marc Guay (Chair) acquired his experience in human resources while acting as President of PepsiCo Foods Canada Inc. and of Frito Lay Canada Inc. for many years.
• Maryse Bertrand acquired her experience while acting as member of the Human Resources Committee of the National Bank of Canada and as Chair of the Human Resources Committee of PSP Investments.
• Geneviève Fortier acquired her experience while acting as an executive officer in several positions in the pharmaceutical and insurance industries, and as the current Chair of the Board of Directors of Investissement Québec. Ms. Fortier also sat on the human resources committee of Lassonde Inc., a public company, and chaired the human resources committees of various private companies.
• Christine Magee acquired her experience as chair of the board of directors of Sleep Country Canada Holdings Inc. from 2014 to 2024 and in her capacity as President from 1994 to 2014. She has been a member of TELUS' compensation committee since 2021. She has served on the compensation committees of two (2) public companies, Sirius XM and Cott Corporation, as well as those of private companies and not-for-profit organizations.
• Brian McManus acquired his experience while acting as President and Chief Executive Officer of Stella-Jones Inc. and as Executive Chair and Chief Executive Officer of Uni-Select Inc. He was also chair of the Human Resources Committee of the CSL Group.

Marc Guay

Maryse Bertrand

Geneviève Fortier

Christine Magee

Brian McManus

Role of the Human Resources Committee

The primary objective of the Human Resources Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by:

• Overseeing the Company's Compensation Philosophy and related practices as well as the annual compensation of the Company's executive officers;
• Overseeing the succession plans of the Company, particularly as they pertain to executive officers;
• Approving various policies and monitoring their application;
• Monitoring health and safety results and practices; and
• Monitoring any major labour relations or human resources issues.

More specifically the Human Resources Committee, is responsible for:

(1) Compensation philosophy and practices: approving or, as the case may be, recommending to the Board policies regarding human resources management and compensation; reviewing risk identification and management relating to compensation policies and practices and reviewing disclosure in this respect; and receiving and examining reports regarding pension funds from management and the Company's pension committees.
(2) Executive compensation: reviewing and recommending to the Board policies and practices on management compensation, including base salary, Annual Incentive Plan (AIP) and Long-Term Incentive Plan (LTIP); reviewing and approving objectives relevant to the President and Chief Executive Officer and the Executive Vice-President, Chief Financial Officer and Treasurer; evaluating the performance of the President and Chief Executive Officer with respect to objectives and tracking progress against such objectives for the Executive Vice-President, Chief Financial Officer and Treasurer; making recommendations to the Board regarding the compensation of the President and Chief Executive Officer and the Executive Vice-President and the Chief Financial Officer and Treasurer; monitoring the performance of the other NEOs as well as the other Vice-Presidents who act as members of the Executive Committee, and making recommendations to the Board with respect to their compensation (base salary, AIP and LTIP grants); and reviewing and approving the executive compensation information to be included in the annual disclosure documents prescribed by legal and regulatory authorities.
(3) Executive succession planning: making recommendations to the Board as to the appointment of the President and Chief Executive Officer and senior executives (the Company's vice-presidents, including the executive and senior vice-presidents); and reviewing the succession plans for the President and Chief Executive Officer, senior officers and other executives yearly, ensuring follow-ups on the action plans and making appropriate recommendations to the Board.

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(4) Policies regarding the ethical conduct of executives and employees: approving or, as the case may be, recommending to the Board policies regarding the ethical conduct of executives, managers and employees; and ensuring that the policies and procedures regarding the ethical conduct of senior executives, managers and employees are being applied.

(5) Health and safety: monitoring the Company's health and safety activities and results.

(6) Diversity and inclusion: approving the policy dealing with employee diversity and inclusion; and monitoring the application of such policy.

Mandate of the Human Resources Committee

The Board of Directors has adopted a mandate for the Human Resources Committee. The mandate sets out in details the role of the Human Resources Committee including the key functions mentioned in the preceding section. The Human Resources Committee carries all of the responsibilities recommended in Policy Statement 58-201, and its mandate further provides that it has the authority to retain the services of an external advisor, if need be. Every year, the Human Resources Committee reviews its mandate to determine if it requires updating and, in such case, makes recommendations to this effect to the Governance Committee and the Board of Directors. The mandate of the Human Resources Committee is available on the Company's corporate website (www.corpo.metro.ca).

Main activities of the Human Resources Committee during fiscal 2024

Compensation philosophy and practices

• Reviewed and updated the Executive Compensation section of the Circular, striving to always improve its disclosure practices.

Executive compensation

• Evaluated senior management's performance
• Reviewed and recommended for approval by the Board the NEO's objectives set under the AIP for fiscal 2024 and examined executive compensation
• With the support of Hexarem, the Board's independent executive compensation advisor, reviewed and recommended for approval by the Board a new Performance Share Unit Plan
• With the support of Hexarem, recommended new share ownership requirements for NEOs (coming into force in fiscal 2025) and a change in the manner in which the Company determines compliance with shareholding requirements for all LTIP participants (came into force in fiscal 2024)
• Also with the support of Hexarem, reviewed a benchmark study and recommended for approval by the Board the compensation of Mr. Marc Giroux as a result of his promotion to the position of the Chief Operating Officer – METRO in fiscal 2025 (coming into force in fiscal 2025)
• Reviewed the annual risk analysis pertaining to executive compensation performed by Hexarem as well as the annual disclosure with respect to executive compensation

Executive succession planning

• Actively discussed with management and the Board succession planning and key executive appointments, including the assessment and specific development plans of key potential successors

Policies regarding the ethical conduct of senior executives and employees

• Ascertained that with respect to the ethical standards, policies and procedures covering Company officers and senior executives, there were no cases of serious breach
• Reviewed and recommended for approval by the Board the Employee Code of Conduct in compliance with the regular review provision it contains; minor modifications were made to reflect certain legislative changes pertaining to confidential and personal information, changes to operational practices (ex.: telework) and to the interval at which the Employee Code of Conduct is to be reviewed, from three (3) to five (5) years
• Reviewed and recommended for approval by the Board the Respect in the Workplace Policy; minor modifications were made to reflect certain legislative changes pertaining to psychological harassment and sexual violence in the workplace as well as to mandatory training for employee

Health and safety

• Monitored the Company's health and safety activities and results

Diversity and inclusion

• Monitored the application of the Diversity and Inclusion Policy and the activities and results associated thereto

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Governance and Processes

• Reviewed the Human Resources Committee mandate and did not recommend any changes this year
• Monitored the fulfilment of its mandate
• Set out objectives that the Committee would have to fulfill in fiscal 2024, and achieved these objectives.

External Compensation Consultant

Since May 2022, the Human Resources Committee has been retaining the services of Hexarem, an external compensation consultant, who provides information and independent advice regarding NEO compensation programs. Hexarem reviews the recommendations of the Company and its consultants with respect to executive compensation trends, companies which should be part of the reference group, information pertaining to said companies and, generally, the NEOs' compensation. Hexarem was hired directly by the Human Resources Committee and the Governance Committee (see section 7.1 of this Circular) and did not receive other mandates from the Company. For fiscals 2023 and 2024, the Company paid the following fees to Hexarem.

	2024	2023
Executive and director compensation – Related fees	$72,973	$121,044
All other fees	—	—
Total	$72,973	$121,044

The Human Resources Committee is satisfied that it has appropriately fulfilled its mandate in fiscal 2024.

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8. Executive compensation

Where to find it

8.1 Executive compensation discussion and analysis... 64
- Overview... 64
- Our compensation philosophy... 64
- Our compensation framework... 64
- Our compensation governance practices... 65
- Executive compensation philosophy... 69
- Executive compensation framework and its components... 70
- Total direct compensation components... 70
- Total indirect compensation components... 78
- Highlights of fiscal 2024... 80
- Compensation decisions for fiscal 2024... 80
- Compensation in relation to performance... 81

8.2 Compensation for fiscal 2024... 85

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8.1 Executive compensation discussion and analysis

Overview

This section is intended to provide a comprehensive and transparent disclosure of the Company's executive compensation as well as explanations regarding the objectives and implementation of the Company's executive compensation framework for fiscal 2024.

In this Circular, the term “NEO(s)” individually and collectively refers to the following persons:

Title	Name	Languages mastered
President and Chief Executive Officer	Eric R. La Flèche	French, English
Executive Vice-President, Chief Financial Officer and Treasurer	François Thibault	French, English
Executive Vice-President, National Supply Chain and Procurement	Carmine Fortino	English, Other
Executive Vice-President and Chief Operating Officer – Food	Marc Giroux	French, English
President, Jean Coutu Group	Jean-Michel Coutu	French, English

Although this section essentially describes the compensation policies and programs for NEOs, these policies and programs also generally apply to the other members of management of the Company. Unless otherwise indicated, the information disclosed in this section is up to date as at September 28, 2024.

Our compensation philosophy

The Company's executive compensation program is based on the following key principles:

• Attract, retain and motivate key talent in a highly competitive business environment
• Align the objectives of Executives with those of the Company and the long-term interests of shareholders
• Link the Executives' short- and long-term incentives to the Company's financial performance on both an absolute and a relative basis

The Company's incentive programs reward financial and business results in line with its purpose, its corporate strategy and its objectives. The Company further aligns the interests of its executives with those of shareholders with share ownership requirements and trading restrictions.

More information on our compensation philosophy can be found on under section “Executive Compensation Philosophy” of this Circular.

Our compensation framework

The Company's executive compensation framework is key to support the Company's strategy and to promote its purpose. It is designed to provide an appropriate balance between fixed and variable compensation that encourages and promotes the alignment of senior management's interests with those of its shareholders while protecting the Company from excessive risk taking. The components of the executive compensation framework are the following:

Total direct compensation

• Base salary
• Annual Incentive Plan (AIP)
• Long-term incentive plan (LTIP)
• Stock option plan
• Performance share unit plan

Total indirect compensation

• Benefits and perquisites
• Retirement benefits

More information on our compensation framework can be found under “Executive Compensation Framework and its components” section of this Circular.

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Our compensation governance practices

The Human Resources Committee reviews risk identification and management with regards to the Company's compensation policies and practices and related disclosure. As shown in the following table, many components of the Company's compensation policies and practices limit undue risk-taking by senior management in a number of ways.

Pay for performance

What the Company does

• Executive officers are primarily compensated in relation to the Company's financial results, which are approved by the Board of Directors after having been reviewed by the Auditors and the Audit Committee.
• Hiring of an independent compensation consultant.
• Executive compensation is determined in accordance with a reference group which is updated as needed and with market surveys of companies comparable to the Company in order to ensure its competitiveness.
• Some AIP objectives are based on the Company's budget, which is approved by the Company's Board of Directors.
• Compensation payable to executive officers under the AIP may be adjusted in the event that certain performance objectives have been partially achieved and when justified by the circumstances up to a total amount equal to five percent (5%) of the base salary of all executive officers and must be approved by the Human Resources Committee or, in the case of the President and Chief Executive Officer and the Executive Vice-President, Chief Financial Officer and Treasurer, by the Board.
• Look-back table showing the alignment of Mr. La Flèche's pay with the Company's performance for the last five (5) years.

What the Company does not do

• The Company does not grant compensation to its executive officers that is solely based on fixed compensation.
• The Company does not offer variable compensation that is not predominantly linked to the Company's financial results.
• The Company does not allow NEOs to receive a portion of their compensation under the AIP if certain performance objectives have not been fully achieved, even if justified by the circumstances, without the approval of the Human Resources Committee or, in the case of the President and Chief Executive Officer and of the Executive Vice-President, Chief Financial Officer and Treasurer, the Board.

Promote sound risk taking

What the Company does

• The Human Resources Committee reviews the identification and management of risks arising from the Company's compensation policies and practices.
• The Human Resources Committee's external compensation advisor evaluates the risks associated with the executive officers' compensation and advises the Human Resources Committee.
• The base salary for executive officers is fixed to provide regular income that is in no way connected to Share price and the overall operational performance of the Company, thus discouraging excessive risk-taking.
• Performance objectives are diversified and include absolute performance objectives, as well as performance objectives relative to a peer group.
• Amounts payable under the AIP are capped.
• Options and PSUs vest over a long-term period therefore minimizing excessive short-term risk-taking.
• The Employee Code of Conduct includes compensation clawback provisions for the recovery of compensation paid to the executive officers in the event of restatement or misconduct and provisions prohibiting hedging transactions.

What the Company does not do

• The Company does not base performance objectives solely on absolute performance objectives.
• The Company does not pay compensation under the AIP without the approval of the Human Resources Committee and, with respect to the President and Chief Executive Officer and the Executive Vice-President, Chief Financial Officer and Treasurer, of the Board.
• The Company does not allow hedging on its securities.

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Aligning with shareholders' interests

What the Company does

• Performance objectives for the executive officers under the AIP and the LTIP are diversified, realistic and coherent.
• Options and PSUs are awarded to encourage sustained, long-term performance.
• Option and PSU grants are limited to a set number following an established policy.
• The Human Resources Committee receives an annual presentation on the cost of the LTIP and on the potential dilution that could result from the exercise of Options awarded.
• Minimum shareholding requirements (in Shares) have been established for executive officers and other members of management which extend past termination of employment for most senior leaders.
• Annual shareholder advisory vote on executive compensation.
• ESG-related goals pertaining, amongst other things, to climate, responsible procurement, and equity, diversity and inclusion initiatives are included in the executives' AIP; these goals are transitioning to the LTIP over the next two (2) years.
• The Company only considers Shares owned by executives in determining whether the minimal shareholding requirement has been met.

What the Company does not do

• The Company does not allow executive officers and other members of management to sell all of the Shares acquired upon exercise of Options or paid in accordance with the PSU plan until the minimal shareholding requirement has been met.
• The Company does not consider unvested PSUs in determining whether the minimal shareholding requirement has been met.
• The Company does not grant Options with an exercise price below market price.
• The Company does not reprice Options after they have been granted.

Compensation risk

The Human Resources Committee has retained the services of an external compensation consultant, Hexarem, to review the risks arising from the Company's compensation policies and practices. After conducting an in-depth review of the risks associated with compensation, the Human Resources Committee concluded that there were no risks that could have a material adverse effect on the Company.

Reference Group

The reference group used by the Company to determine all aspects of NEO compensation and to review its policies in such regard is comprised of 10 publicly traded Canadian companies, which is sufficient to provide robust statistical results. The Company selected the companies mentioned below on the basis of the following criteria:

• total revenue;
• market capitalization and enterprise value;
• comparable industry sectors, namely: retail, distribution or Canadian food manufacturing;
• sale of consumer staples;
• operations carried out under various banners or trade names;
• comparable geographical scope of operations; and/or
• large Quebec-based companies whose main operations are in Quebec.

The following table lists the companies that are part of the reference group and shows the Company's position compared to these other companies with respect to various financial measures:

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	Sales(1)	Operating Income(2)	ROE(3)	Market Capitalization(4)
Alimentation Couche-Tard Inc.	$93,485	$5,130	21.2%	$71,402
Maple Leaf Foods Inc.	$4,868	$59	(7.9)%	$2,710
Loblaw Companies Limited	$59,529	$3,752	18.7%	$54,280
Dollarama Inc.	$5,867	$1,383	493.8%	$38,561
Empire Company Limited	$30,733	$1,169	13.8%	$9,889
Premium Brands Holdings Corporation	$6,261	$335	5.3%	$4,242
Quebecor Inc.	$5,434	$1,329	42.2%	$8,166
Restaurant Brands International Inc.	$9,478	$2,868	44.4%	$43,438
Saputo Inc.	$17,342	$809	3.7%	$12,276
Canadian Tire Corporation, Limited	$16,657	$1,259	3.8%	$12,242
Median of the reference group	$13,068	$1,294	16.2%	$12,259
METRO INC.	$21,219	$1,987	13.4%	$18,894

Notes:
(1) In millions of dollars. Financial data are for the most recently completed fiscal year and have been obtained from Refinitiv as of September 27, 2024. Amounts that are not disclosed in Canadian dollars have been converted to Canadian dollars using the Bank of Canada annual exchange rate of 2023 (US$1.00/C$1.3497).
(2) Operating Profit before Non-Recurring Income/Expense. In millions of dollars. Financial data are for the most recently completed fiscal year and have been obtained from Refinitiv as of September 27, 2024. Amounts that are not disclosed in Canadian dollars have been converted to Canadian dollars using the Bank of Canada annual exchange rate of 2023 (US$1.00/C$1.3497).
(3) ROE: Average Return on Equity (unadjusted). Financial data are for the most recently completed fiscal year and have been obtained from Refinitiv as of September 27, 2024.
(4) In millions of dollars. Market capitalization data are as of September 27, 2024, and reflects the number of shares outstanding (all classes).

Other sources of information

In addition to the information provided by the external compensation consultant, the Human Resources Committee also takes into account compensation data publicly disclosed by various specialized organizations and by Canadian public companies included in the reference group described in the "Reference Group" section above. The Company regularly has access to compensation surveys from other consulting firms which are then submitted to the Human Resources Committee which takes such surveys into consideration when making decisions relating to compensation.

Shareholding requirements for NEOs

NEOs and other executives are required to hold a certain number of Shares of the Company.

During fiscal 2024:

• The President and Chief Executive Officer was required to hold Shares of a value equal to at least five (5) times his annual base salary.
• Executive Vice-Presidents and other officers who have an equivalent role were required to hold Shares of a value equal to at least two (2) times their annual base salary.
• Senior Vice-Presidents were required to hold Shares of a value equal to at least one and a half (1.5) times their annual base salary.
• The other executives were required to hold Shares of a value at least equal to one (1) time their annual base salary.

The minimum holding requirement must be met within seven (7) years of the date upon which executives received their first Option or PSU grant or within three (3) years of the appointment of the executives to their current position if said executives previously held a management position within the Company that had a lower shareholding requirement. All PSU and Option holders must keep a portion of the Shares they receive on the vesting or exercise date, as the case may be, if they have not yet met the minimum shareholding requirement. In accordance with its updated policy, which was modified in fiscal 2024, the Company only considers the Shares of the Company held by each executive in determining compliance with this requirement.

The President and Chief Executive Officer is required to continuously hold Shares in accordance with the minimum holding requirement herein above-mentioned for one (1) year following termination of employment. The other NEOs are required to comply with the minimum holding requirement for six (6) months following termination of employment.

Going forward, the Company will calculate share ownership for the NEOs on the basis of their total direct compensation (TDC), which includes their base salary, AIP and LTIP, instead of base salary alone, this modification coming into force in fiscal 2025. The President and Chief Executive Officer will be required to own the equivalent

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of two (2) times his TDC in Shares while the Executive Vice Presidents, including the CFO, and the Chief Operating Officer will be required to own the equivalent of one (1) time their respective TDC in Shares.

The following table indicates, with respect to each NEO, the value of the Shares held as well as a confirmation of compliance with the minimum shareholding requirement.

Name	Shareholding requirement	Value of securities held at the end of the fiscal year(1)	Value of securities as multiple of base salary(2)	Shareholding requirement met or deadline to meet the requirement
Eric R. La Flèche	5 x base salary	$23,840,040	22.28	☑
François Thibault	2 x base salary	$2,897,625	4.72	☑
Carmine Fortino	2 x base salary	$2,126,006	3.26	☑
Marc Giroux	2 x base salary	$1,965,319	2.83	☑
Jean-Michel Coutu	2 x base salary	$246,800	0.45	January 31, 2026

Notes:
(1) Value calculated using the closing price on September 28, 2024 ($84.84).
(2) The multiple of base salary is calculated using the base salary set out in the summary compensation table in the "Compensation for fiscal 2024" section of this Circular.

The dollar value of each NEO's equity-based holdings, based on the closing price of the Shares on September 28, 2024 ($84.84), is set forth in the following table.

Name	Value of Shares held ($)	Value of unexercised in-the-money Options ($)		Value of PSUs not vested ($)(1)	Total ($)
		Vested	Not vested
Eric R. La Flèche	23,840,040	11,278,640	8,118,211	6,670,121	49,907,012
François Thibault	2,897,625	2,177,077	1,614,618	1,651,835	8,341,155
Carmine Fortino	2,126,006	1,316,836	1,637,738	2,166,814	7,247,393
Marc Giroux	1,965,319	631,788	1,627,706	2,166,814	6,391,627
Jean-Michel Coutu	246,800	409,662	885,075	1,293,810	2,835,346

Note:
(1) Value calculated using level 2 for the PSUs granted before fiscal 2024 and 100 points for the PSUs granted starting in fiscal 2024.

Executive compensation clawback

The provisions of the Employee Code of Conduct relating to AIP and LTIP awards include provisions on clawback of certain AIP or LTIP awards or profits. In summary, the Board of Directors may, at its sole discretion: i) require reimbursement of all or a portion of any performance-based incentive compensation awarded to an executive or of any profit realized, over a 24-month period preceding the triggering event, by the executive from the exercise or following the vesting of performance-based incentive compensation awards; or ii) effect the cancellation of unvested performance based incentive compensation awards, if:

a) the amount of the awards or the profit realized was calculated taking into consideration certain financial results that were subsequently the subject of a material restatement of all or a portion of the Company's financial statements (except where the cause of such restatement was beyond the reasonable control of the Company, such as in the case of a change in accounting or reporting standards), and that amount would have been lower had the financial results been properly reported; or
b) the executive committed a material breach of the Employee Code of Conduct or the Company's policies or engaged in inappropriate conduct resulting in significant losses, fines or penalties or any behaviour that could have a significant negative impact on the reputation, market performance or financial performance of the Company.

For more information, please refer to the Employee Code of Conduct available on SEDAR+ (www.sedarplus.ca) and on the Company's corporate website (www.corpo.metro.ca).

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Hedging

To avoid speculation by employees on the Company's Shares, certain provisions of the Employee Code of Conduct, which are summarized in the "Ethical Business Conduct" section of this Circular, prohibit employees of the Company from, directly or indirectly, short selling the Company's Shares or Options, or trading in put or call options relating to the Company's Shares.

For more information, please refer to the Employee Code of Conduct available on SEDAR+ (www.sedarplus.ca) and on the Company's corporate website (www.corpo.metro.ca).

Executive compensation philosophy

The Company's executive compensation program is based on the following key principles:

• Attract, retain and motivate key talent in a highly competitive business environment;
• Align the objectives of Executives with those of the Company and the long-term interests of shareholders;
• Link the Executives' short- and long-term incentives to the Company's financial performance on both an absolute and a relative basis.

To continue delivering value to its shareholders, the Company must attract, retain and motivate talented Executives in a highly competitive business environment. Executives play a key role in ensuring that the Company meets its strategic objectives. Consequently, it is essential to align their compensation package and objectives with those of the Company and the long-term interests of shareholders. Our compensation philosophy therefore strongly supports the alignment of short-term and long-term incentives with the Company's financial performance relative to its set objectives and to the performance of the industry.

To achieve these objectives, the Human Resources Committee:

• Sets target total compensation levels (including base salary, short-term and long-term incentives, benefits, perquisites and pension) relative to the market median of the reference group (see detailed reference group in section "Reference group" of this Circular);
• Strengthens a culture of pay-for-performance through a pay mix with a strong emphasis on variable pay and long-term incentives delivered in stock options and PSUs that are conditional on the creation of value for shareholders, including ESG performance;
• Implements share ownership requirements, restrictions on trading and anti-hedging and clawback policies as appropriate; and
• Exceptionally awards additional incentive compensation that rewards performance and recognizes special achievement as appropriate.

The executive compensation package applies to all Executives. Each year, the compensation package of Executives is reviewed to ensure alignment with the Company's compensation philosophy. The Human Resources Committee also reviews the compensation philosophy periodically.

Decision making process

Each year, the President and Chief Executive Officer recommends all compensation components for each of the executive officers except himself and, in particular, the targets to be met under the AIP and the LTIP.

Each year, the Human Resources Committee:

• Evaluates the performance of the President and Chief Executive Officer and the Executive Vice-President, Chief Financial Officer and Treasurer;
• Recommends the compensation of the President and Chief Executive Officer and the Executive Vice-President, Chief Financial Officer and Treasurer for approval by the Board of Directors as well as the targets under the AIP and LTIP;
• Reviews and approves the compensation components of other NEOs;
• Reviews and approves targets under the AIP and the LTIP;
• Recommends Option and PSU grants under the LTIP; and
• Recommends compensation policies and practices.

Each year, the Board of Directors:

• Approves the compensation of the President and Chief Executive Officer and the Executive Vice-President, Chief Financial Officer and Treasurer;
• Approves all Option and PSU grants under the LTIP; and
• Approves compensation policies and practices.

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Executive compensation framework and its components

The Company's executive compensation framework is key to support the Company's strategy and to promote its purpose. It is designed to provide an appropriate balance between fixed and variable compensation that encourages and promotes the alignment of senior management's interests with those of its shareholders while protecting the Company from excessive risk taking. The key components of the Company's executive compensation framework are the following:

Compensation component	Objective	Performance criteria	Performance outcome	Performance reference period
Base salary	Pay for the responsibilities of the role, including individual experience and performance	Individual competencies, leadership and performance	Salary increase and position within the salary structure	Annual
AIP	Link compensation to a combination of financial and business objectives	Financial (corporate and divisional), and strategic or sector-based goals	Cash payment	1 year
LTIP – PSUs	Align long-term interests of executives and shareholders	Grants made before fiscal 2024:
Financial (ROE targets and Adjusted EPS growth relative to peers)
Grants made starting in fiscal 2024:
Financial (Adjusted EPS CAGR, Adjusted ROE and TSR relative to peers) and ESG (responsible procurement, climate and colleagues)	Shares	3 years
LTIP – Stock options	Align long-term interests of executives and shareholders	Options vest contingent on the passage of time	Shares	7 years

The Company also offers competitive pension, benefits and perquisites to promote the hiring and retention of qualified executives. These components are evaluated regularly as part of benchmark studies. They are discussed in the "Total Indirect Compensation Components" section of this Circular.

Total direct compensation components

Performance-based compensation

The compensation policies for executives are intended to adequately and competitively compensate their services while aligning compensation to the Company's financial performance and longer-term interests, including shareholders'. The base salary of the NEOs is fixed whereas the portion of the compensation attributed under the AIP and the LTIP varies in accordance with the performance of the Company and the results obtained. A significant part of the NEOs' compensation is therefore based on performance and includes a risk-based component and the amount of at-risk compensation increases as the level of responsibility associated with

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a given position increases. The NEOs' total compensation percentage under the AIP is shown in the column entitled "AIP" of the following table. The NEOs' total compensation percentage under the LTIP is shown in the column entitled "LTIP" of said table.

Percentage of total target direct compensation for fiscal 2024(1)

Name and principal occupation	Base salary	AIP	LTIP (2)	At-risk compensation(3)
Eric R. La Flèche
President and Chief Executive Officer	19%	23%	58%	81%
François Thibault
Executive Vice-President, Chief Financial Officer and Treasurer	35%	27%	38%	65%
Carmine Fortino
Executive Vice-President, National Supply Chain and Procurement	35%	27%	38%	65%
Marc Giroux
Executive Vice-President and Chief Operating Officer – Food	35%	27%	38%	65%
Jean-Michel Coutu
President, Jean Coutu Group	35%	27%	38%	65%

Notes:
(1) Target total direct compensation includes base salary as well as short-term and long-term compensation but excludes benefits and pension plans.
(2) The LTIP includes the Option Plan and the PSU Plan. The target for PSUs is set at Level 2 for grants made before fiscal 2024 and at 100 points for grants made as of fiscal 2024.
(3) At risk compensation represents the sum of the AIP and the LTIP.

Base salary

Objective: Pay for the responsibilities of the role, including individual experience and performance.

Competitive salaries enable the Company to recruit and retain the skilled executives who will help improve performance and create shareholder value.

The median of the reference group and compensation surveys conducted by the Company or by consulting firms is used to determine the base salary of each NEO, which is then adjusted to take into account specific circumstances such as the executives' responsibilities, experience and performance.

Base salaries for Executives are reviewed once a year by the Human Resources Committee. Annual adjustments are based on individual executive performance, the Company's performance, market data for the reference group and the annual compensation surveys performed by expert consulting firms.

Annual salaries for NEOs earned during fiscal 2024

Name	Salary earned in fiscal 2024
Eric R. La Flèche	$1,070,000
François Thibault	$613,500
Carmine Fortino	$651,411
Marc Giroux	$693,750
Jean-Michel Coutu	$550,000

Annual incentive plan (AIP)

Objective: Link compensation to a combination of financial and business objectives

All executives participate in the AIP. The AIP consists of a percentage of the Company's executives' base salary payable annually as a cash AIP Award in consideration for the executives' and the Company's achievement or overachievement of certain annual financial and business objectives and performance thresholds. The maximum payout for executives represents a percentage of their base salary which increases with their responsibilities; the maximum payout for NEOs is 100% of base salary except for the President and Chief Executive Officer for whom it is 160% of base salary. The target payout is set at 75% of the maximum payout for all NEOs including the President and Chief Executive Officer; maximum payouts are therefore capped at 133% of target. This creates strong focus on reaching the maximum in terms of performance against financial and business objectives without excessively compensating overperformance.

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Except with the approval of the Board of Directors or, as the case may be, the Human Resources Committee, no amount is payable under the AIP with respect to any given goal if the minimum performance threshold or the goal is not achieved. Exceptionally, the President and Chief Executive Officer may grant executive officers (excluding himself) part of their compensation under the AIP even if certain performance objectives have been partially achieved, when justified by the circumstances. All such adjustments made by the President and Chief Executive Officer are subject to the Human Resources Committee's prior approval, and in the case of the Executive Vice-President, Chief Financial Officer and Treasurer, the Board's approval. The Board can also adjust in like manner the President and Chief Executive Officer's compensation under the AIP. All such adjustments are limited to an aggregate amount equal to five percent (5%) of all executive officers' base salaries.

The objectives to be met under the AIP are threefold:

i) corporate objectives based on the budgeted annual adjusted net earnings*;
ii) divisional objectives based on the budgeted sales and contribution of the food and pharmacy divisions of the Company; and
iii) financial or business objectives of a strategic nature relating to the specific sector for which the NEO is responsible.

Each objective provides for an AIP Award corresponding to a percentage of the annual base salary. The same rules apply to all management employees participating to the AIP.

The AIP of all NEOs, executives and most AIP Award eligible management employees includes objectives pertaining to the Company's corporate responsibility plan (ESG).

Each year, new performance objectives (corporate, divisional and strategic or sector-based) are established under the AIP at a high but attainable level; they are generally expressed as a maximum to attain or, in some instances, a minimum and a maximum. When a minimum and a maximum are set, they may either represent levels of performance to be achieved for payout (cliff payout where, for example, achieving the first level of performance provides 50% of payout and achieving or exceeding the second level of performance provides 100% of payout) or allow for a proportionate payout between a minimum percentage and 100% of payout; in all cases, there is no payout below the minimum percentage established. The objectives are reviewed and approved on an annual basis by the Human Resources Committee. The Company believes that the AIP performance objectives are established at a sufficiently high level to encourage NEOs to exceed expectations, which, in the opinion of the Company, has a positive impact on its performance, while ensuring these objectives remain realistic and reachable to avoid undue risk taking.

2024 AIP target and maximum as a percentage of base salary for the NEOs

	Percentage of base salary paid if maximum is achieved or exceeded				Percentage of base salary paid if target is achieved
Name and principal occupation	Corporate goals	Divisional goals	Personal or Sector-based goals	Total	Total
Eric R. La Flèche
President and Chief Executive Officer	100%	30%	30%	160%	120%
François Thibault
Executive Vice-President, Chief Financial Officer and Treasurer	50%	30%	20%	100%	75%
Carmine Fortino
Executive Vice-President, National Supply Chain and Procurement	50%	30%	20%	100%	75%
Marc Giroux
Executive Vice-President and Chief Operating Officer – Food	30%	50%	20%	100%	75%
Jean-Michel Coutu
President, Jean Coutu Group	30%	50%	20%	100%	75%

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2024 AIP payout for the NEOs

Corporate goals

The following table shows the percentage of the base salary representing the AIP Award that each NEO would earn according to the level of achievement with respect to the budgeted annual adjusted net earnings* as well as the results achieved for fiscal 2024.

Name	Adjusted net earnings*
	Threshold $919.5 M
96% of budget	Target $957.8 M
100% of budget	Maximum $986.5 M
103% of budget	Results Achieved $972.9 M
Eric R. La Flèche	40%	75%	100%	88%
François Thibault	20%	38%	50%	44%
Carmine Fortino	20%	38%	50%	44%
Marc Giroux	12%	23%	30%	26%
Jean-Michel Coutu	12%	23%	30%	26%

Divisional goals

The table below shows the percentage of base salary representing the AIP Award that each NEO would receive according to the level of achievement of the divisional sales and contribution goals as well as the results achieved for fiscal 2024. For confidentiality reasons more fully described at the end of this section, the Company will not disclose the amount of these targets.

| Name | Threshold
96% of budget | Target
100% of budget | Maximum(1)
103% of budget(2) | Results Achieved |
| --- | --- | --- | --- | --- |
| Eric R. La Flèche | 12% | 23% | 30% | 24% |
| François Thibault | 12% | 23% | 30% | 24% |
| Carmine Fortino | 12% | 23% | 30% | 24% |
| Marc Giroux | 20% | 38% | 50% | 40% |
| Jean-Michel Coutu | 20% | 38% | 50% | 41% |

Notes:
(1) If the maximum is exceeded, the NEOs will receive an AIP Award representing the same percentage of their base salary as if the actual results were equal to the maximum.
(2) 104% of budget for the Ontario Division.

Strategic or sector-based goals

The NEOs may receive an AIP Award of up to a maximum of 20% to 30% of their base salary for achieving all of their strategic or sector-based objectives.

The table below shows, as a percentage of salary, the target and maximum AIP Awards payable for the achievement of all strategic or sector-based objectives for each of the NEOs and the AIP Awards actually achieved, inclusive of minor adjustments as more fully described in the "Adjustments" section of this Circular. Strategic or sector-based goals include various key performance indicators, strategic or business goals relating to the specific sector for which the NEO is responsible, such as: achieving and exceeding market share gains, contribution, customer satisfaction and cost savings targets, achieving the successful implementation of the supply chain or digital strategy, succession planning, corporate responsibility (ESG) targets and successful deployment of other significant operational initiatives. For confidentiality reasons more fully described at the end of this section, the Company will not disclose more details on these goals.

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Name	Target	Maximum	Results Achieved
Eric R. La Flèche	23%	30%	24%
François Thibault	15%	20%	19%
Carmine Fortino	15%	20%	19%
Marc Giroux	15%	20%	18%
Jean-Michel Coutu	15%	20%	20%

Undisclosed goals

The Company will not provide further details regarding the AIP goals as it believes that the disclosure of such information could seriously prejudice its interests, as same constitutes strategic confidential information. Since the Company does not publicly disclose its divisional budgetary targets and does not wish to give forward-looking information, the Company believes that it is not desirable to disclose such information. Furthermore, the divisional and strategic or sector-based goals are aligned with the divisions' main priorities and consist of financial targets and specific projects that have yet to be completed; the disclosure of same could therefore greatly jeopardize their completion. Lastly, it is the Company's policy not to disclose information on an unconsolidated basis except for its sales. Consequently, the Company will not disclose additional information on divisional and strategic or sector-based goals. The Company considers that the performance goals determined in accordance with the AIP which are not fully disclosed are established at a high yet reachable level, to encourage NEOs to exceed expectations which, in the opinion of the Company, has a positive impact on the Company's performance.

The percentage of total compensation associated with undisclosed goals for fiscal 2024 is as follows for each of the NEOs:

Name and principal occupation	Percentage of total compensation relating to undisclosed objectives
Eric R. La Flèche	8.5%
President and Chief Executive Officer
François Thibault	13.8%
Executive Vice-President, Chief Financial Officer and Treasurer
Carmine Fortino	14.2%
Executive Vice-President, National Supply Chain and Procurement
Marc Giroux	19.2%
Executive Vice-President and Chief Operating Officer – Food
Jean-Michel Coutu	17.5%
President, Jean Coutu Group

The following table presents the AIP payout for each NEO based on 2024 results:

Name	Target AIP Award as % of base salary	Maximum AIP Award as % of base salary	AIP Award earned as % of base salary	AIP Award earned ($)^{(1)}
Eric R. La Flèche	120%	160%	136%	1,455,200
François Thibault	75%	100%	87%	539,761
Carmine Fortino	75%	100%	87%	569,965
Marc Giroux	75%	100%	84%	588,000
Jean-Michel Coutu	75%	100%	88%	484,000

Note:
(1) The AIP Award is calculated based on the base salary in effect on January 1, 2024 or thereafter if modified during the year.

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Adjustments

The Human Resources Committee, upon recommendation of the President and Chief Executive Officer, and the Board, upon recommendation of the Human Resources Committee, with respect to the Executive Vice President, Chief Financial Officer and Treasurer, granted some NEOs upward adjustments amounting to $79,664 under the AIP with respect to certain divisional and strategic or sector-based goals given that the Human Resources Committee and the Board determined that these goals had been substantially achieved. No upward adjustments were made to the President and Chief Executive Officer's AIP.

Long-term incentive plan

Objective: Align long-term interests of executives and shareholders

The LTIP is comprised of the Option Plan and the PSU Plan. PSUs represent more than 60% of the LTIP. A competitive LTIP allows the Company to pay executives for sustained long-term performance and aligns their compensation to long-term financial performance for the Company and its shareholders. The LTIP also contributes to the retention of executives.

The Option and PSU grant policy for executives provides for annual grants. Any holder of Options awarded under the Option Plan must wait for a period of two (2) years from the grant, after which time the Options are exercisable in cumulative increments of 20% each year. The Options granted have a total term of seven (7) years. The PSUs granted vest three (3) years following their grant date, conditional upon the achievement of set performance levels.

Prior grants are not taken into account in the determination of the number of Shares covered by any Options and PSUs to be granted, except in the case of special grants. The Board of Directors may, at its sole discretion, grant additional Options and PSUs to executives under specific circumstances, such as appointments, promotions or change of duties.

Option Plan

The number of Shares underlying each Option grant is calculated according to the following formula: (salary class reference point of the NEO, or the base salary in the case of the President and Chief Executive Officer X target compensation value) ÷ (closing price of the Shares generally on the trading day preceding the Option grant X 15% Option compensation value factor).

The target compensation value of NEOs is determined as follows:

i) the number of underlying Shares for Options granted to the President and Chief Executive Officer is established using a target compensation value equal to 100% of his base salary; and
ii) the number of underlying Shares for Options granted to other NEOs is established using a target compensation value equal to 35% of their salary class reference point. The salary classes are revised from time to time.

To determine the estimated fair value of all standard Option grants for compensation purposes, the Company has been using since 2021 an Option compensation value factor of 15% of the exercise price of each Option (which is equal to the closing price of the Shares generally on the trading day preceding the Option grant). The Company considers that this valuation method for Options adequately reflects the value of NEO compensation and makes it easier to compare with the reference group even though it does not correspond exactly to the Black-Scholes value declared in note 18 of the Company's consolidated financial statements for fiscal 2024.

PSU Plan

PSUs entitle their holder to receive Shares of the Company or, at the discretion of the Company, a cash equivalent, in whole or in part, on the vesting date.

In 2024, the PSU plan was redesigned in order to modernize it and reflect ongoing governance evolution while continuing to include key performance metrics. The compensation value of the grants remains unchanged. As such, the number of PSUs granted is calculated by dividing a percentage of the NEO's salary class reference point by the closing price of the Shares generally on the trading day preceding the PSUs grant, except for Mr. La Flèche, for whom the number of PSUs is calculated according to a percentage of his salary as determined in his employment contract (for more details on Mr. La Flèche's employment contract, please refer to the "Employment Contracts" section of this Circular).

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The table below presents the key design changes and transition rules:

Plan rules	PSU Plan for grants made before fiscal 2024	PSU Plan for grants made starting in fiscal 2024
Performance goals setting and measurement	Goals set and measured annually over the 3-year performance cycle	Goals set at the beginning and measured at the end of the 3-year performance cycle
Performance goals	Adjusted ROE and relative Adjusted EPS growth	- Adjusted ROE and Adjusted EPS CAGR
- ESG metrics
Performance measure	Performance against five (5) performance goals set annually over each of the three-year performance cycle for a total of up to 15 performance goals:
- Level 1: achievement of at least four (4) of the 15 performance goals
- Level 2: achievement of at least eight (8) of the 15 performance goals¹
- Level 3: achievement of at least 12 of the 15 performance goals
If level 1 is not achieved once the performance period for a PSU grant is completed, PSU holders shall not receive any payment for such grant	Performance against three (3) performance goals measured at the end of the three-year performance cycle for a total of up to 150 points:
- Minimum threshold: achievement of 50 points
- Target: achievement of 100 points²
- Maximum: achievement of 150 points
If the minimum threshold is not achieved once the performance period for a PSU grant is completed, PSU holders shall not receive any payment for such grant
Modifier	No modifier	TSR modifier (plus or minus 10%) relative to Loblaw Companies Limited and Empire Company Limited
Payout	Payout by level	Interpolated payout between the minimum threshold and target and between target and the maximum threshold
Dividend	No dividend on payout	Dividend on payout
Transition	PSU grants made before fiscal 2024 remain subject to the plan rules in force at the time of the grant.	PSU grants made starting in fiscal 2024 are subject to the new plan rules.

Notes:
¹ For grants made before fiscal 2024, the Company is using Level 2 of PSUs as the target level to determine the fair value of all PSU grants for compensation purposes. The Company considers that using this target level adequately reflects the value of PSUs.
² For grants made starting in fiscal 2024, the Company is using 100 points as the target to determine the fair value of all PSU grants for compensation purposes. The Company considers that using this target level adequately reflects the value of PSUs. It should be noted that the target level for grants made starting in fiscal 2024 represents the same compensation value as level 2 for grants made before fiscal 2024.

The PSU Plan performance goals for the grants made before fiscal 2024 and for those made starting in fiscal 2024 are recommended by the Human Resources Committee to the Board of Directors for approval. They are established to foster the highest level of performance while ensuring they remain realistic and reachable to avoid undue risk taking.

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The following table lists the performance goals to be reached over the last three (3) fiscal years, for grants made before fiscal 2024:

2024	2023	2022
Adjusted ROE* higher than 13.50%	Adjusted ROE* higher than 13.50%	Adjusted ROE* higher than 12.25%
Adjusted ROE* higher than 14.00%	Adjusted ROE* higher than 14.00%	Adjusted ROE* higher than 12.75%
Adjusted ROE* higher than 14.50%	Adjusted ROE* higher than 14.50%	Adjusted ROE* higher than 13.25%
EPSG* higher than Loblaw Companies Limited's EPSG	EPSG* higher than Loblaw Companies Limited's EPSG	EPSG* higher than Loblaw Companies Limited's EPSG
EPSG* higher than Empire Company Limited's EPSG	EPSG* higher than Empire Company Limited's EPSG	EPSG* higher than Empire Company Limited's EPSG

The PSUs granted in 2022, which will be paid out in 2025, have reached level 2.

The 2026 performance goals are the following with respect to PSU grants made in fiscal 2024:

Performance Measures	Weighting	PSU Score	Threshold	Target	Maximum
3-year Adjusted Earnings Per Share (EPS)* Compound Annual Growth Rate (CAGR)	50%	0 to 75	6%	8% - 10%	12%
3-year average adjusted Return on Equity (ROE)*	40%	0 to 60	14%	15%	16%
ESG metrics:
- Responsible procurement (30%)
- Climate (40%)
- Colleagues (30%)	10%	0 to 15
Initial PSU Score:	0 to 150
	-10%	0%	+10%
3-year Total Shareholder Return (TSR)	3^{rd} compared to Loblaw and Empire	2^{nd} compared to Loblaw and Empire	1^{st} compared to Loblaw and Empire
Final PSU Score (capped at 150):	0 to 150

2024 LTIP grants to the NEOs

The table below presents the options and target PSUs granted to NEOs in fiscal 2024:

Name	LTIP target as % of base salary^{1}	2024 Option grant as % of base salary^{1}	2024 option grant (number of underlying securities)	2024 PSU target grant as % of base salary^{(1)}	2024 PSU target grant (number of PSUs)
Eric R. La Flèche	300%	100%	103,700	200%	30,320
François Thibault	110%	35%	20,400	75%	6,370
Carmine Fortino	110%	35%	20,400	75%	6,370
Marc Giroux	110%	35%	20,400	75%	6,370
Jean-Michel Coutu	110%	35%	20,400	75%	6,370

Note:
(1) Percentage of the salary class reference point or of the salary, as the case may be.

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The table below provides details about the Options granted to each NEO for fiscal 2024:

Name	Grant date	Underlying securities	Exercise price	Options value ($)(1)	Expiry date
Eric R. La Flèche	December 8, 2023	103,700	$68.77	1,069,717	December 7, 2030
François Thibault	December 8, 2023	20,400	$68.77	210,436	December 7, 2030
Carmine Fortino	December 8, 2023	20,400	$68.77	210,436	December 7, 2030
Marc Giroux	December 8, 2023	20,400	$68.77	210,436	December 7, 2030
Jean-Michel Coutu	December 8, 2023	20,400	$68.77	210,436	December 7, 2030

Note:
(1) Value equal to 15% of the result obtained by multiplying the number of underlying Shares by the closing price of the Share on the trading day preceding the Option grant, namely $68.77. For additional details on the calculation method, refer to the "Option Plan" section of this Circular.

The following table shows, for each NEO, the percentage of the salary class reference point, or, in the case of the President and Chief Executive Officer, the salary that was used to determine the number of PSUs granted as well as the number of PSUs granted and their value for fiscal 2024. The PSUs were granted to each NEO on February 1, 2024, and the level reached will be determined in February 2027 at the time of payment:

Name	50 points			100 points			150 points
	% of salary(1)	Number of PSUs(2)	Value ($)(3)	% of salary (1)	Number of PSUs(2)	Value ($)(3)	% of salary (1)	Number of PSUs(2)	Value ($)(3)
Eric R. La Flèche	100%	15,160	1,070,144	200%	30,320	2,140,289	300%	45,470	3,209,727
François Thibault	50%	4,250	300,008	75%	6,370	449,658	100%	8,500	600,015
Carmine Fortino	50%	4,250	300,008	75%	6,370	449,658	100%	8,500	600,015
Marc Giroux	50%	4,250	300,008	75%	6,370	449,658	100%	8,500	600,015
Jean-Michel Coutu	50%	4,250	300,008	75%	6,370	449,658	100%	8,500	600,015

Notes:
(1) Percentage of the salary class reference point or of the salary, as the case may be.
(2) The number of PSUs indicated per point level is not cumulative.
(3) Value calculated using the closing price of the Share on January 31, 2024 ($70.59).

Total indirect compensation components

Benefits and Perquisites

Benefits and perquisites allow the Company to support the executives' health and wellbeing. They also contribute to the retention of executives. NEOs are entitled to benefits comparable to those offered to executives of a similar level including health care and dental coverage, short and long-term disability and life insurance. The costs of these benefits are at the expense of the Company, except for long-term disability and optional plan costs, which are at the expense of each NEO. The Company provides the NEOs with a company car, at the Company's expense.

Pension plan

Competitive pension arrangements allow the Company to provide executives with financial security after retirement and recognize their contribution over their career at the Company. They also contribute to the retention of executives. Executives began contributing to the defined benefit base plan in fiscal 2015.

Mr. La Flèche's pension benefits are provided under a base plan and a supplemental plan, both of a defined benefit type. The base plan is contributory and the supplemental plan is non contributory. In 2018, pursuant to an amendment to his employment contract, Mr. La Flèche's pension benefits were increased following a review of his total compensation by the Board's executive compensation advisor for all NEOs, at the request of the Human Resources Committee. Both plans combined provide for a pension equal to two percent (2%) of final average earnings multiplied by the number of years of credited service. Final average earnings consist of the

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annual average, determined for the 36 consecutive months that were the most highly compensated, of the base salary received by Mr. La Flèche and, for years of credited service as of April 15, 2008, the cash AIP Award (up to 100% of the base salary) received by Mr. La Flèche. The pension benefits are paid in addition to government pension benefits and the normal form of pension is a lifetime pension with a guarantee of 120 monthly payments. Mr. La Flèche can opt for early retirement as of now without reduction of his pension.

The pension benefits of Messrs. Thibault, Giroux and Coutu are provided under a base plan and a supplemental plan, both of a defined benefit type. The base plan is contributory whereas the supplemental plan is non-contributory. Both plans combined provide a pension equal to two percent (2%) of the final average salary multiplied by the number of years of credited service, the final average salary consisting of the annual average base salary received by each NEO during the 36 consecutive months that were the most highly compensated. The pension benefits are paid in addition to government pension benefits and the normal form of pension is a lifetime pension with a guarantee of 120 monthly payments. These NEOs may elect early retirement as of the age of 55; the pension related to years of service before 2017 is then reduced by 0.5% for each month between the date of retirement and age 60 and the pension related to years of service from January 1, 2017 is reduced by 5/12 of one percent (1%) for each month between the date of retirement and the date the NEO reaches age 62. Notwithstanding the foregoing, and solely with respect to his credited service prior to September 1, 2022 and given his prior service at the Jean Coutu Group, Mr. Coutu's normal pension arrangement is a life annuity with a guarantee of 60 monthly payments, 60% joint and survivor, and the pension payable to him on early retirement is reduced by 5/12 of one percent (1%) for each month between the date of retirement and the date he reaches age 60.

The pension benefits of Mr. Fortino are provided under a base plan as well as a supplemental plan, both of a defined benefit type. The base plan is contributory whereas the supplemental plan is non-contributory. Both plans combined provide pension benefits equal to 1.6% of the final average salary less 1.5% of the pension benefit from the Canada Pension Plan, multiplied by the number of years of service credited, the final average salary consisting of the average annual base salary received by Mr. Fortino during the 60 consecutive months that were the most highly compensated. In addition, for service credited on or after January 1, 2023, the calculation of the Canada Pension Plan pension takes into account the improvements made to this plan in 2019. The pension benefits are paid in addition to government pension benefits and the normal form of pension is a lifetime pension with a guarantee of 120 monthly payments. However, in the case of the supplemental plan, the pension benefits are paid in five (5) annual payments of an equivalent value to the lifetime pension.

Employment contracts

The President and Chief Executive Officer, Mr. Eric R. La Flèche, and the Executive Vice-President, National Supply Chain and Procurement, Mr. Carmine Fortino, are the only NEOs who have a written employment contract with the Company.

Mr. La Flèche's contract, as amended from time to time, came into effect on April 15, 2008, for an indefinite term, and sets out the terms and conditions of his compensation as President and Chief Executive Officer.

Mr. La Flèche's employment contract was amended in 2023 following a detailed market review, using the Company's reference group which is exclusively made up of Canadian companies, conducted by the Board's executive compensation advisor for all NEOs at the request of the Human Resources Committee. Two (2) changes to the President and Chief Executive Officer's compensation structure were recommended by the Human Resources Committee to the Board of Directors who approved them: 1) the long-term incentive opportunity was increased through changes to PSU payouts at levels 1, 2 and 3, moving from 90%, 120% and 150% of base salary to 100%, 200% and 300% of base salary respectively; no changes were made to the Option portion of the LTIP, and 2) the AIP target and maximum were realigned with that of other NEOs to provide all senior leaders with symmetric payouts relative to their respective target and maximum AIP opportunities, moving from 105% to 120% at target and from 150% to 160% at maximum. At the time those modifications were made, the President and Chief Executive Officer's target total direct compensation (excluding pension, benefits and perquisites) was set at $5.5 million, which was closer to, but still below, the reference group's 50th percentile at $6.9 million while continuing to over-index in terms of at-risk pay and recognize his consistent performance as one of the longest tenured Chief Executive Officers in the reference group.

Mr. Fortino's contract, which came into effect on September 2, 2014, also has an indefinite term and sets out the terms and conditions of his compensation as Executive Vice-President, National Supply Chain and Procurement.

Mr. Fortino's employment contract was amended in 2023 to reflect his appointment to the position of Executive Vice-President, National Supply Chain and Procurement. Under Mr. Fortino's employment contract, all Options and PSUs granted to Mr. Fortino follow the standard grant policy of the Company although Mr. Fortino received a special PSU grant in 2023 in recognition of his support with the leadership transition that took place during the fiscal year.

Mr. Fortino's employment contract was further amended in 2024 to provide for the fact that he will step down from his current role at the end of fiscal year 2025 and that he will remain employed by METRO for one (1) year after stepping down and will offer, during this period, services akin to consulting services to the Company.

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During this one-year period, Mr. Fortino will receive the base salary he was receiving immediately before stepping down as well as the highest of his target AIP Award or the actual results based on corporate and divisional results on a prorated basis for the time worked during said period. Mr. Fortino will not be eligible to any LTIP grants during this period but will continue to be eligible to benefits and perks and will continue to accrue service for the single purpose of pension calculation.

The conditions of exercise of Mr. La Flèche's and Mr. Fortino's Options and PSUs are the same as those of Options and PSUs granted pursuant to the Plans. The performance criteria for the PSUs granted to Mr. La Flèche and Mr. Fortino are the same as those described in the "Long-Term Incentive Plan" section of this Circular.

For other specific conditions applicable to Messrs. La Flèche and Fortino, please refer to the "Termination of employment or change of control benefits" section of this Circular.

Highlights of fiscal 2024

2024 was a 52-week fiscal year versus 53 weeks in 2023.

The Company began the fiscal year ramping up the new state-of-the-art automated distribution center north of Montreal, the expansion of its Laval produce facility, as well as preparing for the launch of the final phase of its automated fresh facility in Toronto. While these investments position the Company well for continued long-term profitable growth, they created significant headwinds in fiscal 2024 in terms of temporary duplication of costs and learning curve inefficiencies, as well as higher depreciation and lower capitalized interest. Since the Company would not be able to fully absorb these additional expenses, it provided the following guidance in November of 2023: operating income before depreciation and amortization and impairments of assets, net of reversals, were forecasted to grow by less than 2% in fiscal 2024 versus the level reported in fiscal 2023, and Adjusted net earnings per share* were forecasted to be flat to down $0.10 in fiscal 2024 versus the level reported in fiscal 2023.

Sales for fiscal 2024 stood at $21,219.9 million, up 2.4% and up 4.4% based on 52 weeks in fiscal 2023. Food sales were strong, driven mostly by the discount banners. The Company's teams continued to work diligently to deliver value to customers with competitive everyday prices, growing private label sales and effective promotional strategies. The performance of the pharmacy business was also strong in fiscal 2024, driven by solid prescription sales as well as strong increases in front-store sales, mainly over-the-counter medications, cosmetics and health and beauty products.

In 2023, the labor conflict at 27 Metro stores in the Greater Toronto Area had an unfavorable impact of approximately $27 million after-tax or $0.12 per share and the 53rd week had a favorable impact of $27 million net of tax or $0.12 per share.

Net earnings for fiscal 2024 were $931.7 million compared with $1,018.8 million for fiscal 2023, while fully diluted net earnings per share were $4.11 compared with $4.35 in 2023, down 8.5% and 5.5% respectively. Adjusted net earnings for fiscal 2024 totaled $972.9 million compared with $1,006.6 million for fiscal 2023, down 3.3% and adjusted fully diluted earnings per share amounted to $4.30, the same amount as fiscal 2023. The Company's results landed well within the guidance provided in November of 2023.

With the transfer to the last phase of its automated fresh facility in Toronto executed in the fourth quarter of fiscal 2024, the Company successfully completed its supply chain modernization program, a 7-year project representing almost $1 billion in investments.

Compensation decisions for fiscal 2024

Base salary for fiscal 2024

The base salary of each NEO, including the President and Chief Executive Officer, was determined according to the factors referred to in the "Base Salary" section of this Circular. The Human Resources Committee is satisfied that the base salaries are adequate compared to the reference group.

Annual Incentive Plan (AIP) for fiscal 2024

In setting its objectives for fiscal 2024, the Company prepared a budget that took into account the normalization of food inflation and the impact of its significant supply chain investments.

The structure of the AIP remained consistent with prior years, including objectives pertaining to the Company's corporate responsibility plan (ESG) for all NEOs, executives and most AIP Award eligible management employees of the Company. This objective, which includes goals on responsible procurement, the environment, equity, diversity and inclusion, colleagues and communities, is worth at least 10% of the sector-based portion of the NEOs' AIP Award.

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The Company has met or exceeded the target for its corporate and most divisional goals in fiscal 2024. The Human Resources Committee recommended to the Board and the Board accepted the Human Resources Committee's recommendation that the annual incentive amounts related to the corporate and divisional goals be paid according to the level of performance that was achieved for all NEOs, including the President and Chief Executive Officer. Most NEOs' strategic or sector-based goals were reached or partially reached. In light of the above, the Human Resources Committee and the Board, as they have sometimes done in past years, agreed to minor upward adjustments to a few of the goals.

Long-Term Incentive Plan

The PSU Plan was redesigned as described in the "PSU Plan" section of this Circular.

The Option and PSU awards granted during fiscal 2024 were determined according to the factors described in the "Long-Term Incentive Plan" section of this Circular. The Options were granted to each NEO on December 8, 2023. The PSUs were granted to each NEO on February 1, 2024, and the level reached will be determined in February 2027, at the time of payment.

The stock ownership requirements were amended to reflect the fact that the Company only considers Shares owned by executives in determining whether the minimal shareholding requirement has been met. The Company does not consider unvested PSUs in determining whether the minimal shareholding requirement has been met. This modification came into force in fiscal 2024.

Moreover, going forward, the Company will calculate share ownership for the NEOs on the basis of their total direct compensation (TDC), which includes their base salary, AIP and LTIP, instead of base salary alone; this modification will be coming into force in fiscal 2025. The President and Chief Executive Officer will be required to own the equivalent of two (2) times his TDC in Shares while the Executive Vice Presidents, including the Chief Financial Officer, and the Chief Operating Officer will be required to own the equivalent of one (1) time their respective TDC in Shares.

Compensation structure for the Chief Operating Officer – METRO

Given the Company's decision to promote Mr. Marc Giroux at the beginning of fiscal 2025 from the position of Executive Vice-President, Chief Operating Officer - Food to Chief Operating Officer - METRO, a benchmark study was conducted by the Board's executive compensation advisor, Hexarem, and recommendations were made by the Human Resource Committee and approved by the Board of Directors during fiscal 2024.

Mr. Giroux's compensation is designed in keeping with the Company's compensation philosophy and framework as described in this Circular.

The information pertaining to this NEO will start being reported in the Circular for fiscal 2025.

Compensation in relation to performance

Compensation look-back table

The following table compares the total direct compensation awarded to the President and Chief Executive Officer in each of the last five (5) years to the actual value of that compensation as of September 28, 2024, illustrating how the market price affects what the President and Chief Executive Officer actually earns over time. The second table also shows the actual value as of September 28, 2024 for each $100 of compensation awarded each year, and compares it to the value earned by shareholders over the same period.

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Year	Total direct compensation awarded/target during the fiscal year (a+b+d+f)	Base salary (a)	AIP		PSUs		Options		Actual total direct compensation value as at September 28, 2024 (a+c+e+g)
			Target (b)	Realized (c)	Awarded (d)	Realized/ Realizable (e)	Awarded (f)	Realizable (g)
2020	$4,249,675	$1,000,000	$1,050,000	$1,430,000	$1,200,160	$1,620,027	$999,515	$2,451,376	$6,501,403
2021	$4,323,487	$1,014,231	$1,064,943	$1,289,076	$1,223,967	$1,543,634	$1,020,346	$3,514,240	$7,361,181
2022	$4,408,473	$1,034,231	$1,085,943	$1,483,040	$1,248,000	$1,654,380	$1,040,299	$2,431,008	$6,602,659
2023	$5,530,967	$1,070,000	$1,284,000	$1,498,000	$2,136,672	$2,443,392	$1,040,295	$632,428	$5,643,820
2024	$5,564,006	$1,070,000	$1,284,000	$1,455,200	$2,140,289	$2,596,783(1)	$1,069,717	$1,666,459	$6,788,442

Note:
(1) Excluding dividends.

Year	Total direct compensation awarded/target during the fiscal year	Actual total direct compensation value as at September 28, 2024	Value of $100 of awarded/target compensation as of September 28, 2024	Value of $100 invested by Shareholders on first day of fiscal year
2020	$4,249,675	$6,501,403	$153	$159
2021	$4,323,487	$7,361,181	$170	$142
2022	$4,408,473	$6,602,659	$150	$148
2023	$5,530,967	$5,643,820	$102	$126
2024	$5,564,006	$6,788,442	$122	$122

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Stock performance graphs

The following graph illustrates the cumulative total shareholder return on $100 invested in Shares of the Company in comparison to an investment in the S&P/TSX Composite Index and in the S&P/TSX Food Retail Index for the period beginning September 28, 2019 and ending September 28, 2024.

	2019	2020	2021	2022	2023	2024
Metro Inc.	100.00	112.27	107.27	126.50	129.89	159.00
S&P/TSX Composite Index	100.00	99.36	129.75	120.97	132.43	167.53
S&P/TSX Food Retail Index	100.00	109.44	118.75	136.24	156.59	194.69

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The following graph illustrates the cumulative total shareholder return on $100 invested in Shares of the Company with dividend reinvestments compared to the total annual NEO compensation for the 2020 to 2024 period. It is based on the summary compensation tables as they appear in each of the Company's proxy circulars for the years 2020 to 2024.

The following table sets out total annual compensation and annual shareholder return data used in the graph above. It also provides NEO compensation and shareholder return growth rates.

	2020	2021	2022	2023	2024
Total annual compensation ($)	12,510,821	12,642,663	13,154,486	15,544,063	14,059,117
Annual Compensation Growth Rate (%)	(6.7)	1.0	4.0	18.2	(9.6)
Annual shareholder return ($)	112.27	107.27	126.50	129.89	159.00
Annual Shareholder Return Growth Rate (%)	12.3	(4.4)	17.9	2.6	22.4

As can be seen from the graph and table above, annual shareholder return grew at a faster pace than compensation in fiscals 2020, 2022 and 2024 whereas it grew at a slower pace than compensation in fiscals 2021 and 2023.

The increase in compensation in fiscal 2023 was mainly due to: i) special one-time LTIP grants awarded to Mr. Giroux in recognition of his appointment as Executive Vice-President and Chief Operating Officer — Food and to Mr. Fortino in recognition of his support with the leadership transition that took place during the fiscal year; ii) an increase in Mr. Giroux's salary as a result of his appointment; and iii) an increase in the number of PSUs awarded to Mr. La Flèche as a result of the repositioning of his total target compensation. In fiscal 2024, NEO compensation came back to a more standard level. Over the last two (2) fiscal years, compensation grew by 6.9%.

Aggregate compensation paid to the NEOs during fiscal 2024 represented 1.51% of net earnings and 0.07% of market capitalization.

Between fiscal 2020 and fiscal 2024, the total annual NEO compensation increased from $12.5 million to $14.1 million while the Share price increased from $64.02 to $84.84. During that period, compensation grew at a rate of 12.4%, whereas Share value grew by 32.5%.

Further details regarding total annual NEO compensation components are available in the "Summary Compensation Table" section of this Circular.

METRO INC.

MANAGEMENT PROXY CIRCULAR 2024

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8.2 Compensation for fiscal 2024

Summary Compensation Table

The following table sets forth the NEO's compensation for the fiscal years ended September 28, 2024, September 30, 2023, and September 24, 2022.

Name and principal occupation	Fiscal year	Salary ($)(1)	Share-based awards ($)(2)	Option-based awards ($)(3)	Non-equity incentive plan compensation / Annual incentive plans ($)	Pension value ($)(4)	Other compensation ($)(5)	Total compensation ($)
Eric R. La Flèche
President and Chief Executive Officer	2024	1,070,000	2,140,289	1,069,717	1,455,200	359,000	4,563	6,098,769
	2023	1,061,923	2,136,672	1,040,295	1,498,000	368,000	5,477	6,110,367
	2022	1,034,231	1,248,000	1,040,299	1,483,040	549,000	5,504	5,360,074
François Thibault
Executive Vice-President, Chief Financial Officer and Treasurer	2024	613,500	449,658	210,436	539,761	133,000	2,686	1,949,042
	2023	587,761	450,333	209,925	561,240	198,000	3,131	2,010,390
	2022	550,591	449,920	210,133	526,258	153,000	2,983	1,892,885
Carmine Fortino
Executive Vice-President, National Supply Chain and Procurement	2024	651,411	449,658	210,436	569,965	108,000	2,808	1,992,278
	2023	632,081	900,667	209,925	599,743	94,000	2,945	2,439,360
	2022	613,878	449,920	210,133	597,490	151,000	3,259	2,025,680
Marc Giroux (6)
Executive Vice-President and Chief Operating Officer – Food(6)	2024	693,750	449,658	210,436	588,000	156,000	2,917	2,100,761
	2023	675,000	900,667	419,850	583,200	506,000	3,690	3,088,407
	2022	538,462	449,920	210,133	524,425	245,000	3,039	1,970,979
Jean-Michel Coutu
President, Jean Coutu Group	2024	550,000	449,658	210,436	484,000	223,000	1,173	1,918,267
	2023	474,015	450,333	209,925	450,538	308,000	2,728	1,895,539
	2022	369,857	179,840	80,070	238,019	115,000	644	983,431

Notes:
(1) Salaries shown for fiscal 2023 have been adjusted to a 52-week fiscal year for comparison purposes as fiscal 2023 was a 53-week fiscal year. The actual salaries paid by the Company for fiscal 2023 were $1,102,500 for Mr. La Flèche, $609,963 for Mr. Thibault, $655,870 for Mr. Fortino, $698,558 for Mr. Giroux and $491,298 for Mr. Coutu.
(2) The value of PSUs does not constitute a cash amount received by the NEO. It is an at-risk value. Indeed, the number of PSUs may increase or decrease depending on the number of objectives reached and in certain cases, the value of such PSUs may even be null. The compensation value of PSUs granted was determined using Level 2 for grants made before fiscal 2024 and 100 points for grants made starting in fiscal 2024, which constitutes the target levels. The accounting value of the PSUs reflected in the Consolidated Financial Statements of the Company is different from the value on the grant date indicated in the table above. The difference is due to the fact that in the financial statements, the Company considers the maximum number of PSUs provided for at Level 3 or at the 150-point level, given that the applicable accounting principles require it. More information on the determination of the accounting value of the PSUs can be found in note 18 to the 2024 Consolidated Financial Statements. The table in section 8.1 "2024 LTIP grants to NEOs" of this Circular provides assistance in determining the accounting value of the PSUs for fiscal 2024 (150 points) as well as the difference between the value on the grant date (100 points) and the accounting value.
(3) The Option values are all estimated values and not cash amounts received by the NEO. In addition, these amounts are not guaranteed and are fully at-risk. The compensation value of Options appearing in the above table was determined using a 15% compensation value factor for 2024, 2023 and 2022 whereas the Company calculates the accounting value of Options using the Black-Scholes model. Additional information regarding the manner upon which the accounting value of Options was determined may be found in note 18 to the 2024 Consolidated Financial Statements. The accounting value of Options granted in December 2023 for fiscal 2024 as determined using the Black-Scholes model is $12.07 per Option and the compensation value used in this Circular is $10.32 per Option.
(4) The variations attributable to compensation components represent the value of the projected pension benefits earned during the periods beginning October 1, 2023, and ending September 30, 2024, for fiscal 2024, beginning October 1, 2022, and ending September 30, 2023, for fiscal 2023, and beginning October 1, 2021, and ending September 30, 2022, for fiscal 2022, taking into account all gains and losses in connection with salary variations. The amounts shown above are in accordance with the information set forth in note 20 to the 2024 Consolidated Financial Statements.
(5) The amounts represent life insurance premiums paid by the Company for the benefit of the NEOs. The value of perquisites for each NEO does not exceed $50,000 or 10% of the total annual base salary of each NEO.
(6) Mr. Giroux was promoted to Chief Operating Officer – METRO on October 28, 2024.

METRO INC.

MANAGEMENT PROXY CIRCULAR 2024

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Incentive plan awards

Outstanding share-based awards and option-based awards

The following table shows, as at September 28, 2024 and with respect to each NEO, the Option-based awards that have not been exercised, and the Share-based awards (under the PSU Plan) that have not yet vested.

Name	Option-based awards							Share-based awards
	Number of securities underlying unexercised Options		Option exercise price ($)	Option expiration date	Value of unexercised in-the-money Options at fiscal year-end ($)(1)			Number of Share-based awards that have not vested(2)	Market or payout value of Share-based awards that have not vested ($)(3)	Vesting date
	Vested	Not vested			Vested	Not vested	Total
Eric R. La Flèche	109,300	—	41.16	Jan. 30, 2025	4,774,224	—	4,774,224	19,500	1,654,380	Jan. 27, 2025
	84,160	21,040	47.51	Jan. 29, 2026	3,141,693	785,423	3,927,116	28,800	2,443,392	Jan. 26, 2026
	52,680	35,120	56.92	Dec. 10, 2026	1,470,826	980,550	2,451,376	30,320	2,572,349	Feb. 1, 2027
	48,640	72,960	55.94	Jan. 27, 2028	1,405,696	2,108,544	3,514,240	—	—	—
	22,080	88,320	62.82	Dec. 8, 2028	486,202	1,944,806	2,431,008	—	—	—
	—	89,200	77.75	Dec. 7, 2029	—	632,428	632,428	—	—	—
	—	103,700	68.77	Dec. 6, 2030	—	1,666,459	1,666,459	—	—	—
Total	316,860	410,340	—	—	11,278,640	8,118,211	19,396,851	78,620	6,670,121	—
François Thibault	21,300	—	41.16	Jan. 30, 2025	930,384	—	930,384	7,030	596,425	Jan. 27, 2025
	15,440	3,860	47.51	Jan. 29, 2026	576,375	144,094	720,469	6,070	514,979	Jan. 26, 2026
	10,140	6,760	56.92	Dec. 10, 2026	283,109	188,739	471,848	6,370	540,431	Feb. 1, 2027
	10,000	15,000	55.94	Jan. 27, 2028	289,000	433,500	722,500	—	—	—
	4,460	17,840	62.82	Dec. 8, 2028	98,209	392,837	491,046	—	—	—
	—	18,000	77.75	Dec. 7, 2029	—	127,620	127,620	—	—	—
	—	20,400	68.77	Dec. 6, 2030	—	327,828	327,828	—	—	—
Total	61,340	81,860	—	—	2,177,077	1,614,618	3,791,695	19,470	1,651,835	—
Carmine Fortino	16,960	4,240	47.51	Jan. 29, 2026	633,117	158,279	791,396	7,030	596,425	Jan. 27, 2025
	10,620	7,080	56.92	Dec. 10, 2026	296,510	197,674	494,184	12,140	1,029,958	Jan. 26, 2026
	10,000	15,000	55.94	Jan. 27, 2028	289,000	433,500	722,500	6,370	540,431	Feb. 1, 2027
	4,460	17,840	62.82	Dec. 8, 2028	98,209	392,837	491,046	—	—	—
	—	18,000	77.75	Dec. 7, 2029	—	127,620	127,620	—	—	—
	—	20,400	68.77	Dec. 6, 2030	—	327,828	327,828	—	—	—
Total	42,040	82,560	—	—	1,316,836	1,637,738	2,954,574	25,540	2,166,814	—
Marc Giroux	—	1,480	47.51	Jan. 29, 2026	—	55,248	55,248	7,030	596,425	Jan. 27, 2025
	8,760	5,840	56.92	Dec. 10, 2026	244,579	163,053	407,632	12,140	1,029,958	Jan. 26, 2026
	10,000	15,000	55.94	Jan. 27, 2028	289,000	433,500	722,500	6,370	540,431	Feb. 1, 2027
	4,460	17,840	62.82	Dec. 8, 2028	98,209	392,837	491,046	—	—	—
	—	36,000	77.75	Dec. 7, 2029	—	255,240	255,240	—	—	—
	—	20,400	68.77	Dec. 6, 2030	—	327,828	327,828	—	—	—
Total	23,220	96,560	—	—	631,788	1,627,706	2,259,494	25,540	2,166,814	—
Jean-Michel Coutu	4,292	1,260	47.51	Jan. 29, 2026	160,220	47,036	207,256	2,810	238,400	Jan. 27, 2025
	3,660	2,440	56.92	Dec. 10, 2026	102,187	68,125	170,312	6,070	514,979	Jan. 26, 2026
	3,800	5,700	55.94	Jan. 27, 2028	109,820	164,730	274,550	6,370	540,431	Feb. 1, 2027
	1,700	6,800	62.82	Dec. 8, 2028	37,434	149,736	187,170	—	—	—
	—	18,000	77.75	Dec. 7, 2029	—	127,620	127,620	—	—	—
	—	20,400	68.77	Dec. 6, 2030	—	327,828	327,828	—	—	—
Total	13,452	54,600	—	—	409,662	885,075	1,294,736	15,250	1,293,810	—

Notes:
(1) Based on the difference between the closing price of the Shares on September 27, 2024 ($84.84) and the Option exercise price.

METRO INC.

MANAGEMENT PROXY CIRCULAR 2024

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(2) PSUs vesting in January 2025 have reached Level 2. The number and value of PSUs vesting in January 2026 and February 2027 were determined using Level 2 for grants made before fiscal 2024 and 100 points for grants made starting on fiscal 2024 which constitute the target levels.
(3) Based on the closing price on September 27, 2024 ($84.84). See the "Long-Term Incentive Plan" and "Employment Contracts" sections of this Circular.

Incentive plan awards – Value vested or earned during the fiscal year

The following table shows, for the fiscal year ended September 28, 2024, with respect to each NEO, the value of the Options which vested, whether or not exercised, the value of the PSUs that vested during the year and the value of the compensation under the AIP earned during such fiscal year.

Name	Option-based awards – Value vested during the fiscal year ($)(1)	Share-based awards – Value vested during the fiscal year ($)(2)	Non-equity incentive plan compensation – Value earned during the fiscal year ($)(3)
Eric R. La Flèche	1,851,876	1,543,634	1,455,200
François Thibault	359,743	567,222	539,761
Carmine Fortino	242,843	567,222	569,965
Marc Giroux	137,556	567,222	588,000
Jean-Michel Coutu	82,705	227,171	484,000

Notes:
(1) This amount represents the amount that would have been earned in 2024 if the Options that vested during fiscal 2024 had all been exercised on their vesting date. For further details, see the table entitled "Options - Value on vesting date" in this Circular.
(2) This amount represents the value of PSUs granted in 2021 that vested in 2024, based on the closing price on February 2, 2024 ($70.55), which is the trading day preceding their settlement date. For further details, see the table below entitled "PSUs granted in January 2021 and paid in February 2024".
(3) This amount represents the amount earned in 2024 under the AIP.

Please refer to the "Long-Term Incentive Plan" and "Employment Contracts" sections of this Circular for a description of the conditions for awarding Options and PSU grants. The values shown in the Option-based awards and Share-based awards columns of the above table were calculated using the information found in the following two (2) tables.

PSUs granted in January 2021 and paid in February 2024

Name	Number of PSUs(1)	Value ($)(2)
Eric R. La Flèche	21,880	1,543,634
François Thibault	8,040	567,222
Carmine Fortino	8,040	567,222
Marc Giroux	8,040	567,222
Jean-Michel Coutu	3,220	227,171

Notes:
(1) Level 2 reached.
(2) Based on the Share closing price on February 2, 2024 ($70.55), which is the trading day preceding the settlement date.

METRO INC.
MANAGEMENT PROXY CIRCULAR 2024
87

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Options – Value on vesting date

Name	Grant date	Number of Options vested during the fiscal year	Share price ($)(1)	Exercise price ($)
Eric R. La Flèche	February 1, 2018	21,860	71.11	41.16
	January 31, 2019	21,040	70.59	47.51
	December 12, 2019	17,560	68.90	56.92
	January 28, 2021	24,320	71.21	55.94
	December 10, 2021	22,080	68.70	62.82
François Thibault	February 1, 2018	4,260	71.11	41.16
	January 31, 2019	3,860	70.59	47.51
	December 12, 2019	3,380	68.90	56.92
	January 28, 2021	5,000	71.21	55.94
	December 10, 2021	4,460	68.70	62.82
Carmine Fortino	February 1, 2018	4,260	71.11	41.16
	January 31, 2019	4,240	70.59	47.51
	December 12, 2019	3,540	68.90	56.92
	January 28, 2021	5,000	71.21	55.94
	December 10, 2021	4,460	68.70	62.82
Marc Giroux	February 1, 2018	1,700	71.11	41.16
	January 31, 2019	1,480	70.59	47.51
	December 12, 2019	2,920	68.90	56.92
	January 28, 2021	5,000	71.21	55.94
	December 10, 2021	4,460	68.70	62.82
Jean-Michel Coutu	January 31, 2019	1,260	70.59	47.51
	December 12, 2019	1,220	68.90	56.92
	January 28, 2021	1,900	71.21	55.94
	December 10, 2021	1,700	68.70	62.82

Note:
(1) Based on the Share closing price on the trading day preceding the vesting date.

Options exercised during fiscal 2024

The table below shows the significant Options exercised by the NEOs during fiscal 2024 and the gains realized by the NEOs for each exercise.

Name	Date of grant	Date of exercise	Options expiry date	Number of Options exercised	Price per Option	Average market price	Gains realized
Eric R. La Flèche	January 26, 2017	February 2, 2024	February 9, 2024	50,000	$40.23	$70.55	$1,516,000
Eric R. La Flèche	January 26, 2017	February 2, 2024	February 9, 2024	8,700	$40.23	–	–
Eric R. La Flèche	January 26, 2017	February 6, 2024	February 9, 2024	49,700	$40.23	$70.00	$1,479,569
Carmine Fortino	February 1, 2018	May 3, 2024	January 31, 2025	21,300	$41.16	$72.12	$659,361
Marc Giroux	February 1, 2018	August 16, 2024	January 31, 2025	8,500	$41.16	$83.46	$359,550
Marc Giroux	January 31, 2019	August 16, 2024	January 30, 2026	5,920	$47.51	$83.51	$213,120
François Thibault	January 26, 2017	December 7, 2023	February 9, 2024	7,219	$40.23	$69.01	$207,763
François Thibault	January 26, 2017	December 7, 2023	February 9, 2024	2,781	$40.23	–	–
François Thibault	January 26, 2017	December 8, 2023	February 9, 2024	3,249	$40.23	–	–
François Thibault	January 26, 2017	December 8, 2023	February 9, 2024	8,451	$40.23	$68.78	$241,726

METRO INC.

MANAGEMENT PROXY CIRCULAR 2024

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Equity compensation plan information

The following table sets forth, as at September 28, 2024, information regarding equity compensation plans pursuant to which equity securities of the Company may be issued. Only the Option Plan qualifies as such.

Plan category	Number of securities to be issued upon exercise of Options (a)	Number of securities to be issued upon exercise of Options as % of issued and outstanding Shares (b)	Weighted-average exercise price of Options ($) (c)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (d)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) as % of issued and outstanding Shares (e)
Equity compensation plans approved by security holders	2,178,996	0.98%	61.15	2,637,926	1.18%
Total	2,178,996	0.98%	61.15	2,637,926	1.18%

Additional information on the long-term incentive plans

Stock option (Option Plan)

The grant of Options is limited to the executives of the Company and of its subsidiaries as these persons have a direct influence on the decisions that may have an impact on the Share price.

The full text of the Option Plan can be found on the Company's corporate website (www.corpo.metro.ca).

Dilution impact

To reduce the future dilutive effects of the Option Plan, the Board of Directors has imposed limits to the Options and Shares that can be issued during a year under the Option Plan.

Absolute maximum number of Shares issued after Options are exercised	30,000,000, which represents 13% of issued and outstanding Shares of the Company as at September 28, 2024
Annual maximum number of Shares that can be issued to insiders after Options are exercised or under any other compensation plan at all times	10% of issued and outstanding Shares of the Company
Maximum number of Shares that can be issued to insiders after Options are exercised or under any other compensation plan at all times	10% of issued and outstanding Shares of the Company
Maximum number of Options that can be held by an employee of the Company	Options representing not more than 5% of issued and outstanding Shares of the Company

METRO INC.
MANAGEMENT PROXY CIRCULAR 2024
89

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Annual burn rate

The following table sets out key measures regarding the Option Plan and its dilution impact on the Company's Share capital:

	September 28, 2024	September 30, 2023	September 24, 2022
Shares that can be issued
Number of Shares of the Company that can be issued on account of Option grants already made pursuant to the Option Plan.	2,178,996	2,226,116	2,091,850
Dilution
Number of Shares under granted but unexercised Options, expressed as a percentage of the total issued and outstanding Shares on the specified date.	0.98%	0.97%	0.88%
Options that can be granted and Options that have not vested
Number of Shares available for already made (but not vested) and future grants of Options, expressed as a percentage of the total issued and outstanding Shares on the specified date.	2.16%	2.29%	1.24%
Annual burn rate
Number of Options awarded under the Option Plan divided by the weighted average number of Shares issued and outstanding as at the end of the applicable fiscal year.	0.18%	0.16%	0.18%

Terms of the Option Plan

All grants under the Option Plan must comply with the terms and conditions of the Option Plan. These terms and conditions are detailed in the following table. This table is only a summary of the principal terms and conditions of the Option Plan.

Subscription price	May under no circumstances be less than the market price of the Shares when the TSX closes on the trading day preceding the date of the grant and is payable in full when the Option is exercised. The Company has historically been using the market price of the Shares when market closes on the trading day preceding the date of the grant.
Maximum term	Unless otherwise approved by the Board of Directors, no Option may be exercised after the expiration of the fifth (5th) year following the date upon which such Option may first be exercised, in whole or in part, or following a period of 10 years from the date of the grant.
The exercise period for Options that expire during a trading prohibition period, as determined in the Information Policy of the Company, is extended by a seven (7) business day period following the expiration of such trading prohibition period.
Expiry of Options	Options expire:
• 30 days following the resignation of the optionee or the date the Company or an affiliated entity terminates the optionee's employment without just cause;
• on the date the Company or an affiliated entity terminates the optionee's employment for just cause;
• for Options granted prior to December 10, 2021 or for Options granted as of December 10, 2021 if the optionee is not at least 60 years old and does not have at least seven (7) years of service at the time of retirement, two (2) years following the date of retirement or authorized leave of the optionee, it being understood that during said two-year period the Options continue to vest according to the terms set at the time of the grant and the optionee is entitled to exercise Options. For a period of 364 days after said two-year period, the optionee will be entitled to exercise Options although such Options will not continue to vest;
• for Options granted on December 10, 2021 and after, if the optionee is at least 60 years old and has at least seven (7) years of service at the time of retirement, and as long as an optionee does not participate or take part directly or indirectly, as principal, agent, officer, employee, director, advisor, funder, shareholder or in any other quality to activities in the food or pharmacy sectors in Québec or Ontario: the optionee will be able to exercise such Options and the vesting of such Options continuing as if the Optionee had not retired; and
• one (1) year after the optionee's death.
Transfer/Assignment	No Option is transferable or assignable unless dictated by will or pursuant to succession laws and, during the lifetime of the optionee, only he or she may exercise any Option.
Change of control	All Options granted under the Option Plan will vest and may be exercised at the discretion of the optionees.
Financial assistance	The Option Plan does not allow financial assistance to optionees in relation to the exercise of their Options.

METRO INC.

MANAGEMENT PROXY CIRCULAR 2024

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Plan changes – approval of Shareholders	The approval of Shareholders is required in order to make the following changes: • any amendment to the number of securities issuable under the Option Plan (subject to any amendment resulting from a split, a consolidation or any other similar operation); • any amendment which would allow non-employee directors to participate to the Option Plan on a discretionary basis; • any amendment which would permit any Option granted under the Option Plan to be transferable or assignable other than by will or pursuant to succession laws; • the addition of a cashless exercise feature, payable in cash or securities, if the wording of such feature does not provide for a full deduction of the number of underlying securities from the Option Plan reserve; • the addition of a deferred or restricted share unit or any other provision which results in employees receiving securities while no cash consideration is received by the Company; • any reduction in the purchase price (subscription price or exercise price) of any underlying Shares after the Option has been granted or any cancellation of an Option and the substitution of such Option with a new Option with a reduced exercise price, subject to any amendment resulting from a split, a consolidation or any other similar operation; • any extension to the term of an Option beyond its original expiry date (subject to the initial term being extended by seven (7) business days when an Option exercise period expires during a trading prohibition period); • any amendment to the method of determining the purchase price (subscription price or exercise price) of each Share linked to an Option granted pursuant to the Option Plan; • the addition of any form of financial assistance and any amendment to a financial assistance provision which is more favourable to employees; • any amendment to remove or exceed the insider participation limits set forth in the Option Plan; and • any amendment to the amendment section of the Option Plan.
Plan changes by the Board of Directors	The Board of Directors may, subject to its receipt of the required approvals of the regulatory authorities, and at its sole discretion, make any other amendments to the Option Plan that are not mentioned above. Without limiting the generality of the foregoing, the Board of Directors may, among other things: • make any amendment of a “housekeeping” or clerical nature or in order to clarify the Option Plan’s provisions; • make any amendment regarding any vesting period; • make any amendment to the provisions regarding the termination of an Option or the Option Plan so long as it does not entail an extension beyond the original expiry date; • make any amendment resulting from a split, a consolidation, a reclassification, a Share dividend declaration or any other amendment pertaining to the Shares; • discontinue the Option Plan; and • grant an Option of an initial term exceeding five (5) years from the date it can be exercised for the first time as long as its term does not exceed 10 years from the date upon which the Option was granted.
Termination of the rights of an optionee	Immediately upon the occurrence of one (1) of the two (2) following events: • if, during the optionee's service with the Company or an affiliated entity, or during the two-year period following the termination of such optionee's service, the optionee participates in a business operating in the grocery or pharmacy industry in either the province of Québec or the province of Ontario, thereby competing with the Company; or • if, during or after the optionee's service with the Company or an affiliated entity, the optionee no longer complies with the provisions of the Employee Code of conduct of the Company.

Performance Share Unit Plan (PSU Plan)

The following table details the terms and conditions of the PSU Plan. This table is only a summary of the principal terms and conditions of the PSU Plan. The full text of the PSU Plan can be found on the Company's corporate website (www.corpo.metro.ca).

Approval of grants	By the Board of Directors.
Management and changes to the PSU Plan	By the Human Resources Committee.
Establishment of goals	By approval of the Board of Directors after evaluation and recommendation of the Human Resources Committee.
Vesting date of PSUs	Determined on the grant date and shall not exceed three (3) years following said grant date.
Rights of PSU holders	Each PSU entitles its holder, subject to the achievement of performance goals determined by the Board of Directors, to one (1) Share of the Company or, at the sole discretion of the Company, to a cash equivalent, or a combination of both. It is possible to postpone any payment of PSUs that become vested during a trading prohibition period, as those periods are determined in accordance with the Information Policy of the Company, for a period of 15 business days following the expiry of such trading prohibition period.

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Dividends
PSU holders are not entitled to receive dividends except with respect to any PSU grant made on or after January 29, 2024, for which the Company, in its sole discretion, may approve the payment when the PSUs become vested of an amount equal to dividends declared by the Company during the period between the grant and the vesting dates on a number of Shares equal to the number of PSUs becoming vested. Payment can be made in Shares or in cash, the number of Shares or the cash amount will be calculated as determined by the Company in its sole discretion.

Dilution
None; PSUs are settled in Shares purchased on the secondary market and/or paid in cash.

Transfer and cession
None, except in the case of death of the holder.

Expiry of PSUs
When the holder's employment is terminated for whatever reason.

Retirement or permanent disability
Entitled, on such vesting date, to a number of PSUs that is proportionate to the number of days between the grant date and the retirement date or the date at which the participant was declared permanently disabled and the total number of days between the grant date and the PSUs' vesting date, while taking into account the extent to which the performance goals have been met.

Long-term leave of absence
Entitled, on such vesting date, to a number of PSUs that is proportionate to the number of days between the grant date and the date at which the leave of absence started and the total number of days between the grant date and the PSUs' vesting date, while taking into account the extent to which the performance goals have been met.

Death
The Company will pay to the holder's estate, within 60 days of his or her death, a number of PSUs calculated in the same manner as if the holder had retired. The Human Resources Committee will thus have to determine whether the performance goals would have otherwise been achieved at the vesting date and to what extent.

Change of control
All PSUs will vest and will have to be paid within 120 days of the change of control, and the Human Resources Committee will thus have to determine whether the performance goals would have otherwise been achieved at the vesting date and to what extent.

Termination of rights of a PSU holder
Immediately upon the occurrence of one (1) of the two (2) following events:
- if, during the PSU holder's service with the Company or an affiliated entity, or during the two-year period following the termination of such PSU holder's service, the PSU holder participates in a business operating in the grocery or pharmacy industry in either the province of Québec or the province of Ontario, thereby competing with the Company; or
- if, during or after the PSU holder's service with the Company or an affiliated entity, the PSU holder no longer complies with the provisions of the Employee Code of conduct of the Company.

Pension plan benefits

Defined benefit plans table

The following table illustrates the annual benefits payable at the normal age of retirement (established at the age of 65) under the combined base and supplemental plans, according to the final average salary and years of credited service under these plans. There is no defined contribution pension plan for the NEOs.

Name	Number of years of credited service(1)	Annual benefits payable ($)		Accrued value at start of year ($)	Compensatory change ($)(2)	Non-Compensatory change ($)(3)	Accrued value at year-end ($)
		At year-end	At age 65
Eric R. La Flèche	33.1(4)	1,000,000	1,000,000	11,307,000	359,000	265,000	11,931,000
François Thibault	12.2	142,200	206,400	1,697,000	133,000	336,000	2,166,000
Carmine Fortino	10.1	97,100	82,400	1,022,000	108,000	163,000	1,293,000
Marc Giroux	15.3	194,800	308,200	2,238,000	156,000	460,000	2,854,000
Jean-Michel Coutu	12.6	122,400	301,200	1,061,000	223,000	257,000	1,541,000

Notes:
(1) As at September 28, 2024, Messrs. Eric R. La Flèche, François Thibault, Carmine Fortino, Marc Giroux and Jean-Michel Coutu had 33.7, 12.2, 10.1, 15.3 and 15.7 years of service respectively with the Company. However, there is no increase in benefits as a result of the difference between the number of years of service and the number of years of credited service.
(2) The variations attributable to compensatory elements represent the value of the projected retirement benefits earned during the period beginning September 30, 2023 and ending September 28, 2024, considering any gain or loss related to salary variation. The amounts indicated are consistent with the information presented in note 20 to the 2024 Consolidated Financial Statements.
(3) The variations attributable to non-compensatory elements include accrued interests on obligations at the beginning of the fiscal year, other realized gains and losses incurred, the amendments to actuarial assumptions as well as the contributions paid by the NEO during the period beginning September 30, 2023 and ending September 28, 2024.
(4) Including 1.3 year under the management and professional plan for Mr. Eric R. La Flèche which is considered for the purposes of the supplemental plan.

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Termination of employment or change of control benefits

This section describes the benefits for NEOs in the event of termination of employment or change of control. In addition to the standard provisions of the Option Plan and the PSU Plan applicable, Messrs. La Flèche and Fortino each have an employment contract providing for payments or specific benefits in the event of a change of control or termination of employment. The terms of the Option Plan and the PSU Plan with respect to change of control or termination of employment are described in the section “Additional information on the long-term incentive plans” of this Circular.

The following tables describe the applicable provisions under the employment contracts of Messrs. Eric R. La Flèche and Carmine Fortino respectively:

Eric R. La Flèche

Event	Severance		Options	PSUs
	Salary	AIP
Termination with just and sufficient cause	—	—	As per Option Plan	As per PSU Plan
Termination without just and sufficient cause or constructive dismissal (other than following a change of control)	2X	2X AIP Award of current fiscal year or 2X average of preceding 3 years(1)	Vesting and exercise continue for 2 years after event date(2)	Continued vesting of PSUs until end of performance period with settlement prorated to the number of days worked over the period(2)
Resignation (President and Chief Executive Officer must provide 120-day notice)	—	—	As per Option Plan(2)	As per PSU Plan(2)
Retirement	—	—	As per Option Plan(2)	As per PSU Plan(2)
Termination without just and sufficient cause or constructive dismissal within 24 months of change of control (double trigger)	2X	2X AIP Award of current fiscal year or 2X average of preceding 3 years(1)	All Options granted become vested and exercisable	All PSUs granted become vested Achievement of Performance goals estimated by the Board

Notes:
(1) At the election of the President and Chief Executive Officer.
(2) Subject to compliance with i) non-competition and non-solicitation provisions during employment and two (2) years after event date; and ii) the Employee Code of conduct during employment and until Options and PSUs expire. All Options and PSUs granted under the Option Plan and PSU Plan, whether vested or unvested, expire in the event of non-compliance.

Carmine Fortino

Event	Severance		Options	PSUs	Other
	Salary	AIP
Termination with just and sufficient cause	—	—	As per Option Plan	As per PSU Plan	—
Termination without just and sufficient cause or constructive dismissal	1X + 1 month per additional year of service after 3 years (max 1.5X)	AIP Award of current fiscal year pro-rated to number of days worked
AIP Award during severance period	As per Option Plan(1)	As per PSU Plan(1)	All employee benefits continue during the indemnity period
Resignation (Mr. Fortino must provide 12-week notice)	—	—	As per Option Plan(1)	As per PSU Plan(1)	—
Retirement	—	—	As per Option Plan(1)	As per PSU Plan(1)	—
Change of control	1X + 1 month per additional year of service after 3 years (max 1.5X)(2)	AIP Award of current fiscal year pro-rated to number of days worked
AIP Award during severance period(2)	As per Option Plan	As per PSU Plan	All employee benefits continue during the indemnity period(2)

Notes:
(1) Subject to compliance with i) non-competition and non-solicitation provisions during employment and two (2) years after event date; and ii) the Employee Code of conduct during employment and until Options and PSUs expire. All Options and PSUs granted under the Option Plan and PSU Plan, whether vested or unvested, expire in the event of non-compliance.
(2) Only in the event of termination without just and sufficient cause or constructive dismissal (double trigger).

The following table is a summary of estimated incremental payments (in $) to NEOs and the estimated value (in $) of Share-based awards as well as Option-based awards the vesting of which is accelerated in the event of termination of employment or change of control as if such event had occurred on September 28, 2024:

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Severance

Name	Event	Salary	AIP	Options	PSUs(1)	Other	Total
Eric R. La Flèche	Termination with just and sufficient cause	—	—	—	—	—	—
	Termination without just and sufficient cause or constructive dismissal	2,140,000	3,011,979	3,140,743(2)	3,374,075(3)	—	11,666,797
	Resignation	—	—	—	—	—	—
	Retirement	—	—	—	—	—	—
	Change of control + Termination within 24 months (double trigger)	2,140,000	3,011,979	8,118,211	6,670,121	—	19,940,311
François Thibault	Termination with just and sufficient cause	—	—	—	—	—	—
	Termination without just and sufficient cause or constructive dismissal	—(4)	—(4)	—	—	—	—
	Resignation	—	—	—	—	—	—
	Retirement	—	—	—	—	—	—
	Change of control	—	—	1,614,618	1,651,835	—	3,266,453
Carmine Fortino	Termination with just and sufficient cause	—	—	—	—	—	—
	Termination without just and sufficient cause or constructive dismissal	984,282	1,308,176	—	—	183,200	2,475,658
	Resignation	—	—	—	—	—	—
	Retirement	—	—	—	—	—	—
	Change of control	984,282(3)	1,308,176(5)	1,637,738	2,166,814	183,200(5)	6,280,209
Marc Giroux	Termination with just and sufficient cause	—	—	—	—	—	—
	Termination without just and sufficient cause or constructive dismissal	—(4)	—(4)	—	—	—	—
	Resignation	—	—	—	—	—	—
	Retirement	—	—	—	—	—	—
	Change of control	—	—	1,627,706	2,166,813.60	—	3,794,519.60
Jean-Michel Coutu	Termination with just and sufficient cause	—	—	—	—	—	—
	Termination without just and sufficient cause or constructive dismissal	—(4)	—(4)	—	—	—	—
	Resignation	—	—	—	—	—	—
	Retirement	—	—	—	—	—	—
	Change of control	—	—	885,074.60	1,293,810	—	2,178,884.60

Notes:
(1) Based on the closing price on September 28, 2024 ($84.84).
(2) The Options continue to vest for a period of two (2) years, but we have used the value thereof as if accelerated on September 28, 2024.
(3) Since the PSUs continue to vest until the end of the performance period prorated to the number of days worked, we have used the value thereof at Level 2 for PSU grants awarded before fiscal 2024, and at 100 points for PSU grants awarded starting in fiscal 2024, as if accelerated on September 28, 2024.
(4) In accordance with applicable law.
(5) Only in the event of termination without just and sufficient cause or constructive dismissal (double trigger).

All NEOs are subject to provisions of non-competition, non-solicitation, non-disparagement and confidentiality in accordance with the Option Plan, the PSU Plan, the Employee Code of conduct as well as, in the case of Messrs. La Flèche and Fortino, in accordance with their employment contract.

Change of control is defined in the Option Plan, PSU Plan and the employment contract of Mr. La Flèche, substantially as follows: i) the sale of the whole or a substantial part of the business of the Company to a person who is not an affiliate of the Company; ii) the merger or the consolidation of the Company or any other operation or transaction with a company or corporate entity which is not an affiliate of the Company, if the control of the surviving or resulting entity is thereby passed to one or several shareholders who are not affiliates of the Company; or iii) any change in the Share ownership of the Company or any other transaction resulting in control of the Company being granted to a person, or a group of persons, or persons acting in concert, or corporate entity associated or affiliated with any such person or group of persons. Without limiting the generality of the foregoing, a person or a group of persons holding a number of Shares and/or other securities which, directly or following conversion thereof, entitles or would entitle the holders thereof to cast 50% or more of the votes attaching to all the Shares of the Company entitled to vote in the election of directors of the Company, is deemed to be in a position to exercise control of the Company.

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9. Additional information

Financial information about the Company can be found in the Consolidated Financial Statements and in the Management's Discussion and Analysis for the most recent fiscal year of the Company forming part of the 2024 Annual Report. This Circular as well as the Annual Information Form and the 2024 Annual Report are available on SEDAR+ (www.sedarplus.ca) as well as on the Company's corporate website (corpo.metro.ca).

The Company will promptly provide a copy of any such document free of charge to shareholders of the Company who send a written request to the following address: 11011, Maurice-Duplessis Blvd, Montréal (Québec) H1C 1V6, to the attention of the Finance Department or at the following email address: finance@metro.ca.

10. Directors' approval

The content and transmission of this Circular have been approved by the directors of the Company.

Montréal, December 11, 2024

Simon Rivet
Corporate Secretary

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Exhibit A – Shareholder Rights plan

The following is a summary of the Rights Plan, taking into account the proposed amendments contemplated by the Restated and Amended Rights Plan Agreement, and a summary of such proposed amendments. This summary is qualified in its entirety by the full text of the Amended and Restated Rights Plan Agreement, a version of which document showing the proposed amendments compared to the 2022 Rights Plan Agreement is available on the Corporation's corporate website (www.corpo.metro.ca). Both the 2022 Rights Plan Agreement and the Amended and Restated Rights Plan Agreement are also available to any shareholder upon request. Shareholders wishing to receive a copy should contact the Corporation by email at secretaire.corpo@metro.ca, to the attention of the Corporate Secretary of the Corporation. Unless otherwise indicated, all capitalized terms used in this summary have the meanings set forth in the Amended and Restated Rights Plan Agreement.

Effective Date and Term

If the reconfirmation and amendment and restatement of the Rights Plan is approved by the shareholders at the Meeting, the Corporation will enter into the Amended and Restated Rights Plan Agreement, the Rights Plan will be reconfirmed, and the Rights Plan will continue to be effective, with such amendments as set out in the Amended and Restated Rights Plan Agreement. The effective date of the Rights Plan will remain the date on which the Rights Plan was initially adopted, namely January 29, 2019 (the "Effective Date").

Thereafter, the Rights Plan will have to be reconfirmed at every third annual meeting of shareholders of the Corporation following the Meeting by resolution passed by a majority of the votes cast by the holders of Common Shares except those holders who do not qualify as Independent Shareholders (as defined below). The Corporation has determined that there is no shareholder who would not qualify as an Independent Shareholder for the purpose of the Meeting.

If the Rights Plan Resolution is not approved, the Rights Plan and the Rights will terminate at the close of business on the date of the Meeting, unless terminated earlier in accordance with the terms of the Rights Plan, provided that termination will not occur if a Flip-in Event (as defined below) has occurred, and has not been waived, before that time.

Issue of Rights

The Corporation has issued one right (a "Right") in respect of each Common Share outstanding at 5:00 p.m. (Montréal time) on January 30, 2019 (the "Record Time"). The Rights Plan provides for the issuance by the Corporation of Rights on the same basis for each Common Share issued after the Record Time but prior to the earlier of the Separation Time (as defined below) and the Expiration Time.

The Rights are not exercisable prior to the Separation Time. After the Separation Time, each Right entitles the registered holder thereof to purchase from the Corporation one Common Share at an exercise price equal to three (3) times the market price of a Common Share determined as at the Separation Time, subject to adjustment and certain anti-dilution provisions (the "Exercise Price"). If a Flip-in Event occurs (as described below), each Right will be adjusted and, except as described under "Flip-in Event" below, will entitle the registered holder to receive from the Corporation, upon payment of the Exercise Price, Common Shares having an aggregate market value equal to twice the Exercise Price.

Rights Certificates and Transferability

Before the Separation Time, the Rights will be evidenced by the certificates for the Common Shares (or by the book entry form registration for the associated Common Share if issued in book entry form) and will be transferable only together with, and will be transferred by a transfer of, the associated Common Shares and will not be transferable separate from such shares. At the Separation Time, the Rights will separate from the associated Common Shares and, from and after such time, the Rights will be evidenced by separate Rights Certificates (or separate book entry registration) which will be transferable and traded separately from the shares.

Separation Time

The "Separation Time" is the close of business on the tenth (10th) trading day after the earliest to occur of: (i) the "Stock Acquisition Date", which is the first date of public announcement of facts indicating that a person has become an Acquiring Person (as defined below), (ii) the date of the commencement of, or first public announcement of the intent of any person (other than the Corporation or a subsidiary thereof) to make, a Take-over Bid (other than a Permitted Bid or a Competing Permitted Bid, as each such term is defined below), and (iii) the date on which a Permitted Bid or Competing Permitted Bid fails to qualify as such. In any case, the Separation Time can be such later date determined by the Board of Directors. A "Take-over Bid" is an offer to acquire Voting Shares (as defined below) of the Corporation or securities convertible into or exercisable or exchangeable for Voting Shares ("Convertible Securities") or both, where the securities subject to the offer,

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together with the securities "Beneficially Owned" (as defined below) by the person making the Take-over Bid (the "Offeror"), constitute 20% or more of the Corporation's outstanding Voting Shares.

Acquiring Person

An "Acquiring Person" is generally a person who is the Beneficial Owner of 20% or more of the Corporation's outstanding Common Shares and any other shares of the Corporation entitled to vote generally in the election of directors ("Voting Shares"). Excluded from the definition of "Acquiring Person" are the Corporation and its subsidiaries, and any person who becomes the Beneficial Owner of 20% or more of the Voting Shares as a result of one or more, or any combination, of the following:

(i) an acquisition or redemption by the Corporation which reduces the outstanding number of Voting Shares;

(ii) an "Exempt Acquisition", meaning a share acquisition in respect of which the Board of Directors has waived the application of the Rights Plan where permitted by the Rights Plan (see "Redemption, Waiver and Termination" below), or which is only a temporary step in an acquisition transaction by the Corporation or subsidiary thereof, or is made pursuant to a distribution by the Corporation by way of a prospectus as long as the person does not thereby increase its percentage ownership of the outstanding Voting Shares, or is made pursuant to a distribution by the Corporation by way of a private placement as long as the person does not thereby become the Beneficial Owner of more than 25% of the Voting Shares outstanding immediately prior to such private placement and all necessary stock exchange approvals are obtained and complied with, or which is made pursuant to an amalgamation, merger, reorganization, arrangement, business combination or similar transaction (but not including a Take-over Bid) requiring shareholder approval;

(iii) a "Permitted Bid Acquisition", meaning an acquisition made pursuant to a Permitted Bid or Competing Permitted Bid (see "Permitted Bid and Competing Permitted Bid" below);

(iv) a "Pro Rata Acquisition", meaning an acquisition as a result of a stock dividend, stock split or other event in respect of which securities are acquired on the same pro rata basis as all other holders of Voting Shares, or pursuant to a dividend reinvestment plan of the Corporation, or as a result of any other event pursuant to which all holders of Voting Shares or Convertible Securities are entitled to receive Voting Shares or Convertible Securities of the same class or series (including as a result of a rights offering made to all holders of such securities on a pro rata basis); and

(v) a "Convertible Security Acquisition", meaning an acquisition of Voting Shares on the exercise of Convertible Securities acquired by such person pursuant to a Permitted Bid Acquisition, an Exempt Acquisition or a Pro Rata Acquisition.

Also excluded from the definition of "Acquiring Person" are underwriters or members of banking or selling groups acting in connection with a distribution of securities by way of a prospectus or private placement.

Beneficial Ownership

In general, a person is deemed to "Beneficially Own" Voting Shares actually held by it and, in certain circumstances, Voting Shares held by others. Included are holdings of a person's "Affiliates" (generally, a person that controls, is controlled by, or is under common control with another person) and "Associates" (generally, a spouse or relatives that share the same residence). Also included are securities which the person or any of the person's Affiliates or Associates has the right to acquire within 60 days (other than customary agreements with and between underwriters and banking group or selling group members with respect to a distribution of securities by way of a prospectus or private placement, and other than pledges or hypothecations of securities granted as security in the ordinary course of business of the pledgee or hypothecatee), as well as securities which are subject to a lock-up agreement or similar commitment to deposit or tender such securities to a Take-over Bid made by the person or any of the person's Affiliates, Associates or Joint Actors (as defined below).

A person is also deemed to Beneficially Own any securities Beneficially Owned (as described above) by any other person with whom the person is acting jointly or in concert (a "Joint Actor"). A person is a Joint Actor with anyone who is party to an agreement, arrangement or understanding with the first person, or an Affiliate or Associate thereof, for the purpose of acquiring or offering to acquire Voting Shares or Convertible Securities (subject to the same exclusions mentioned in the immediately preceding paragraph for underwriters, banking and selling group members, pledges and hypothecatees).

Institutional Shareholder Exemption

The definition of "Beneficial Ownership" contains several exclusions whereby a person is not considered to "Beneficially Own" a security. There are exemptions from the deemed Beneficial Ownership provisions for institutional shareholders acting in the ordinary course of business. These exemptions apply to:

i) an investment manager ("Investment Manager") holding securities in the ordinary course of business in the performance of its duties for the account of any other person (a "Client"), including the acquisition or holding of securities for non-discretionary accounts held on behalf of the Client by a broker or dealer registered under applicable securities law;

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ii) a licensed trust company ("Trust Company") acting as trustee or administrator or in a similar capacity in relation to estates of deceased or incompetent persons (an "Estate Account") or in relation to other accounts ("Other Accounts") and which holds the security in the ordinary course of its duties for such accounts;

iii) a person established by statute ("Statutory Body") whose ordinary business or activity includes the management of investment funds for employee benefit plans, pension plans, insurance plans or various public bodies;

iv) the administrator or the trustee ("Administrator") of one or more pension plans (a "Plan") registered under applicable law, or the Plan itself; and

v) a Crown agent or agency ("Crown Agent").

The foregoing exemptions only apply so long as the Investment Manager, Trust Company, Statutory Body, Administrator, Plan or Crown Agent is not making or has not announced an intention to make a Take-over Bid and is not a Joint Actor of any other person who is making or has announced an intention to make a Take-over Bid, other than an offer to acquire Voting Shares or Convertible Securities pursuant to a distribution by the Corporation or by means of ordinary market transactions through the facilities of a stock exchange or over-the-counter market.

Furthermore, a person will not be deemed to "Beneficially Own" a security solely because: (i) the person is a Client of the same Investment Manager, an Estate Account or an Other Account of the same Trust Company, or Plan with the same Administrator as another person or Plan on whose account the Investment Manager, Trust Company or Administrator, as the case may be, holds such security, or (ii) the person is the Client of an Investment Manager, Estate Account, Other Account or Plan and the security is owned at law or in equity by the Investment Manager, Trust Company or Plan, as the case may be.

Permitted Lock-up Agreement Exemption

A person will not be deemed to "Beneficially Own" any security where the holder of such security has agreed to deposit or tender such security pursuant to a Permitted Lock-up Agreement (as defined below) to a Take-over Bid made by such person or such person's Affiliates or Associates or a Joint Actor, or such security has been deposited or tendered pursuant to a Take-over Bid made by such person or such person's Affiliates, Associates or Joint Actors until the earliest time at which any such tendered security is accepted unconditionally for payment or is taken up or paid for.

A "Permitted Lock-up Agreement" is essentially an agreement between a person and a holder of Voting Shares and/or Convertible Securities who is not an Affiliate, Associate or Joint Actor of such person (the terms of which are publicly disclosed and a copy of the agreement is made available to the public within the time frames set forth in the definition of Permitted Lock-up Agreement), pursuant to which the holder (a "Locked-up Person") agrees to deposit or tender Voting Shares and/or Convertible Securities to a Take-over Bid (the "Lock-up Bid") made or to be made by such person or any of its Affiliates, Associates or Joint Actors and which further provides that such agreement permits the Locked-up Person to withdraw its Voting Shares and/or Convertible Securities in order to deposit or tender them to another Take-over Bid or support another transaction:

A) i) at a price or value that exceeds the price under the Lock-up Bid, or ii) that contains an offering price that exceeds the offering price in the Lockup Bid by as much as or more than a specified amount not greater than seven percent (7%) of the offering price in the Lock-up Bid; or

B) if the Lock-up Bid is for less than 100% of the Voting Shares or Convertible Securities held by Independent Shareholders, and the price or value of the consideration offered under the other Take-over Bid or transaction is not less than that offered under the Lock-up Bid, the number of Voting Shares or Convertible Securities to be purchased under such other Take-over Bid or transaction i) exceeds the number of Voting Shares and/or Convertible Securities the Offeror has offered to purchase under the Lock-up Bid, or ii) exceeds by as much as or more than a specified number not greater than seven percent (7%) of the number of Voting Shares or Convertible Securities offered to be purchased by the Offeror under the Lock-up Bid.

A Permitted Lock-up Agreement may contain a right of first refusal or require a period of delay to give the person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or other similar limitation on a Locked-up Person's right to withdraw Voting Shares and/or Convertible Securities so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares and/or Convertible Securities during the period of the other Take-over Bid or transaction. Finally, under a Permitted Lock-up Agreement no "break up" fees, "top up" fees, penalties, expenses or other amounts that exceed in aggregate the greater of (i) 2.5% of the price or value of the consideration payable under the Lock-up Bid, and (ii) 50% of the amount by which the price or value of the consideration received by a Locked-up Person under another Take-over Bid or transaction exceeds what such Locked-up Person would have received under the Lock-up Bid, can be payable by such Locked-up Person if the Locked-up Person fails to deposit or tender Voting Shares and/or Convertible Securities to the Lock-up Bid or withdraws Voting Shares and/or Convertible Securities previously tendered thereto in order to deposit such Voting Shares and/or Convertible Securities to another Take-over Bid or support another transaction.

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The Rights Plan therefore requires that a person making a Take-over Bid structure any lock-up agreement to meet the criteria of a Permitted Lock-up Agreement in order to avoid being deemed the Beneficial Owner of the securities subject to a lockup agreement and potentially triggering the provisions of the Rights Plan.

Flip-in Event

A "Flip-in Event" occurs when any person becomes an Acquiring Person. In the event that, prior to the Expiration Time, a Flip-in Event which has not been waived by the Board of Directors occurs (see "Redemption, Waiver and Termination" below), each Right (except for Rights Beneficially Owned or which may thereafter be Beneficially Owned by an Acquiring Person or a transferee of such a person, which Rights will become null and void) shall constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms of the Rights Plan, that number of Common Shares having an aggregate market value on the date of the Flip-in Event equal to twice the Exercise Price, on payment of the Exercise Price (subject to anti-dilution adjustments set forth in the Rights Plan).

For example, if at the time of the Flip-in Event the Exercise Price is $150 and the market price of the Common Shares is $50, the holder of each Right would be entitled to purchase Common Shares having an aggregate market price of $300 (that is, 6 Common Shares) for $150 (that is, a 50% discount from the market price). Thus, the potential exercise of the Rights following a Flip-in Event creates the threat of substantial economic and voting dilution to the Acquiring Person's Beneficial Ownership of Voting Shares.

Permitted Bid and Competing Permitted Bid

A Take-over Bid that qualifies as a Permitted Bid or Competing Permitted Bid will not trigger the exercise of the Rights.

A "Permitted Bid" is a Take-over Bid made by an Offeror by way of a take-over bid circular and which also complies with the following additional provisions:

(i) the Take-over Bid is made to all holders of record of Voting Shares, other than the Offeror;

(ii) the Take-over Bid contains, and the provisions for take-up and payment for securities tendered or deposited thereunder are subject to, an irrevocable and unqualified condition that no securities shall be taken up or paid for pursuant to the Take-over Bid:

(A) prior to the close of business on a date that is not earlier than 105 days following the offer date of the Take-over Bid or such shorter minimum period as determined in accordance with section 2.28.2 or section 2.28.3 of National Instrument 62-104 - Take-Over Bids and Issuer Bids ("NI 62-104") for which a Take-over Bid (that is not exempt from any of the requirements of Division 5 (Bid Mechanics) of NI 62-104) must remain open for deposit of securities thereunder; and

(B) unless at the close of business on the date Voting Shares are first taken up or paid for under such Take-over Bid, more than 50% of the outstanding Voting Shares held by Independent Shareholders have been deposited or tendered pursuant to the Take-over Bid and not withdrawn;

(iii) the Take-over Bid contains an irrevocable and unqualified provision that, unless such Take-over Bid is withdrawn, securities may be deposited pursuant to such Take-over Bid at any time during the period described in Subclause (ii)(A) of this definition and that any securities deposited pursuant to the Take-over Bid may be withdrawn until taken up and paid for; and

(iv) the Take-over Bid contains an irrevocable and unqualified provision that, unless the Take-over Bid is withdrawn, in the event that the deposit condition set forth in Subclause (ii)(B) of this definition is satisfied, the Offeror will make a public announcement of that fact and the Take-over Bid will be extended for a period of not less than 10 days from the date of such public announcement.

"Independent Shareholders" generally means holders of Voting Shares other than any Acquiring Person, any Offeror, any Affiliate, Associate or Joint Actor of an Acquiring Person or Offeror, or any employee benefit plan, stock purchase plan, deferred profit sharing plan or similar plan or trust for the benefit of employees of the Corporation or its subsidiaries so long as the beneficiaries of the plan or trust direct how Voting Shares will be voted and whether such shares will be tendered to a Take-over Bid.

A "Competing Permitted Bid" is a Take-over Bid that:

(i) is made after a Permitted Bid or another Competing Permitted Bid has been made and prior to the expiry, termination or withdrawal of that Permitted Bid or Competing Permitted Bid;

(ii) satisfies all the requirements of the definition of a Permitted Bid other than the requirement set out in Subclause (ii)(A) of the definition of Permitted Bid thereof; and

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(iii) contains, and the take-up and payment for securities tendered or deposited thereunder are subject to, an irrevocable and unqualified condition that no securities shall be taken up or paid for pursuant to the Take-over Bid prior to the close of business on the last day of the minimum initial deposit period that such Take-over Bid must remain open for deposits of securities thereunder pursuant to NI 62-104 after the date of the Take-over Bid constituting the Competing Permitted Bid.

Redemption, Waiver and Termination

i) Redemption of Rights on Approval of Holders of Voting Shares or Rights. The Board of Directors may, after having obtained the prior approval of the holders of Voting Shares or Rights, at any time prior to the occurrence of a Flip-in Event, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.00001 per Right, appropriately adjusted for anti-dilution as provided in the Rights Plan (the "Redemption Price").

ii) Waiver of Inadvertent Acquisition. The Board of Directors may waive the application of the Rights Plan in respect of the occurrence of any Flip-in Event if the Board of Directors has determined that a person became an Acquiring Person under the Rights Plan by inadvertence and without any intent or knowledge that it would become an Acquiring Person, but the waiver must be on the condition that the Acquiring Person reduces its Beneficial Ownership of Voting Shares within 30 days, or such earlier or later date as the Board of Directors may determine, such that the person is no longer an Acquiring Person.

iii) Deemed Redemption. In the event that a person who has made a Permitted Bid, Competing Permitted Bid or a Take-over Bid in respect of which the Board of Directors has waived or has deemed to have waived the application of the Rights Plan consummates the acquisition of the Voting Shares, the Board of Directors shall be deemed to have elected to redeem the Rights for the Redemption Price.

iv) Discretionary Waiver with Mandatory Waiver for Concurrent Bids. The Board of Directors may, prior to the occurrence of a Flip-in Event that would occur by reason of a Take-over Bid made by means of a take-over bid circular to all holders of record of Voting Shares (a "Qualified bid"), waive the application of the Rights Plan to such Flip-in Event upon prior written notice to the Rights Agent. However, if the Board of Directors waives the application of the Rights Plan for any such qualified bid, the Board of Directors shall be deemed to have waived the application of the Rights Plan in respect of any other Flip-in Event occurring by reason of any other qualified bid made prior to the expiry of any bid for which the waiver is, or is deemed to have been, granted.

v) Discretionary Waiver respecting Acquisition not by Take-over Bid Circular. The Board of Directors may, with the prior consent of the holders of Voting Shares, determine, at any time prior to the occurrence of a Flip-in Event as to which the application of the Rights Plan has not been waived, if such Flip-in Event would occur by reason of an acquisition of Voting Shares otherwise than pursuant to a Take-over Bid made by means of a take-over bid circular to holders of Voting Shares and otherwise than by inadvertence in the circumstances described in (ii) above, to waive the application of the Rights Plan to such Flip-In Event. However, if the Board of Directors waives the application of the Rights Plan, the Board of Directors shall extend the Separation Time to a date subsequent to and not more than ten (10) business days following the meeting of shareholders called to approve such a waiver.

vi) Redemption of Rights on Withdrawal or Termination of Bid. Where a Take-over Bid that is not a Permitted Bid or Competing Permitted Bid is withdrawn or otherwise terminated after the Separation Time and prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. In such event, the Rights Plan will continue to apply as if the Separation Time had not occurred and one Right will remain attached to each Common Share as provided for in the Rights Plan.

vii) Waiver with Divestiture Arrangement. The Board of Directors may, before the 10th trading day after a Stock Acquisition Date or such later trading day as the Board of Directors may determine, by written notice to the Rights Agent, waive the application of the Rights Plan to the related Flip-in Event provided the Acquiring Person has reduced its Beneficial Ownership of Voting Shares (or entered into a contractual arrangement with the Corporation to do so within 15 days or such earlier or later date as the Board of Directors may determine) such that at the time the waiver becomes effective the person is no longer an Acquiring Person. In such event, the Flip-in Event shall be deemed not to have occurred.

If the Board of Directors is deemed to have elected or elects to redeem the Rights as described above, the right to exercise the Rights will thereupon, without further action and without notice, terminate and the only right thereafter of the holders of Rights is to receive the Redemption Price. Within ten (10) business days of any such election or deemed election to redeem the Rights, the Corporation will notify the holders of the Voting Shares or, after the Separation Time, the holders of the Rights.

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Anti-dilution Adjustments

The Exercise Price of a Right, the number and kind of shares subject to purchase upon exercise of a Right, and the number of Rights outstanding, will be adjusted in certain events, including:

i) if there is a dividend payable in Common Shares or Convertible Securities or other securities of the Corporation (other than pursuant to any optional stock dividend program or dividend reinvestment plan or a dividend payable in Common Shares in lieu of a regular periodic cash dividend) on the Common Shares, or a subdivision or consolidation of the Common Shares, or an issuance of Common Shares or Convertible Securities or other securities of the Corporation in respect of, in lieu of or in exchange for Common Shares; or
ii) if the Corporation fixes a record date for the distribution to all holders of Common Shares of certain rights or warrants to acquire Common Shares or Convertible Securities, or for the making of a distribution to all holders of Common Shares of evidences of indebtedness or assets (other than regular periodic cash dividends or stock dividends payable in Common Shares) or rights or warrants.

Supplements and Amendments

Subject to the exceptions described below, the Corporation may supplement, amend, delete, vary, restate or rescind any provision of the Rights Plan and the Rights at any time, and from time to time, prior to the Separation Time with the prior approval by majority vote of the holders of Common Shares (other than those shareholders who do not qualify as Independent Shareholders), or, after the Separation Time, with the prior approval by majority vote of the holders of Rights (other than those holders whose Rights have become null and void as described under "Flip-in Event" above).

The Corporation may, without the consent of the holders of Common Shares or Rights, make amendments to the Rights Plan (i) to correct any clerical or typographical error, or (ii) as required to maintain the validity or effectiveness of the Rights Plan as a result of any change in any applicable legislation, rules or regulation. However, in the case of an amendment required in the circumstances referred to in (ii) above, for such amendment to remain in effect the amendment must be submitted for confirmation:

i) if made prior to the Separation Time, by the holders of Common Shares at the next shareholders' meeting called by the Board of Directors and approved by an affirmative vote of a majority of the votes cast by holders of Common Shares (other than those shareholders who do not qualify as Independent Shareholders) at such meeting; or
ii) if made after the Separation Time, by the holders of Rights at a meeting called by the Board of Directors to be held not later than the date of the next meeting of the holders of Common Shares called by the Board of Directors and approved by the affirmative vote of a majority of the votes cast by holders of Rights (other than those holders whose Rights have become null and void as described under "Flip-in Event" above) at such meeting.

Rights Agent

The Rights Plan contains customary provisions concerning the duties, liabilities, indemnification and replacement of the Rights Agent.

Language

In the event of a contradiction between the English version and the French translation of the Rights Plan, the English version shall prevail.

Summary of Proposed Amendments

Certain amendments to the 2022 Rights Plan Agreement are proposed to be made in the Restated and Amended Rights Plan Agreement principally to amend certain definitions in the 2022 Rights Plan Agreement to conform the Rights Plan to current market practice. These include:

• An amendment to the definition of "Permitted Bid" to reflect the requirements discussed above under "Permitted Bid and Competing Permitted Bid". In order to qualify as a "Permitted Bid", the provisions of a Take-over Bid for take-up and payment of securities tendered or deposited thereunder must be subject to an irrevocable and unqualified condition that no securities shall be taken up or paid for pursuant to the Take-over Bid prior to the close of business on a date that is not earlier than 105 days following the Offer Date of the Take-over Bid or such shorter minimum period as determined in accordance with section 2.28.2 or section 2.28.3 of NI 62-104 for which a Take-over Bid (that is not exempt from any of the requirements of Division 5 (Bid Mechanics) of NI 62-104) must remain open for deposit of securities thereunder. The proposed amendment modifies the definition of "Permitted Bid" to add the foregoing underlined text. This amendment aligns the definition with the statutory provisions which permit a deposit period shorter than 105 days where the Board of Directors approves a Permitted Bid or Competing Permitted Bid having a deposit period of at least 35 days under section 2.28.2 of NI 62-104 or announces its intention

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to effect an alternative acquisition transaction which would permit any competing take-over bid to have a deposit period of not less than 35 days under section 2.28.3 of NI 62-104.

• A related amendment to the definition of “Competing Permitted Bid” reflecting the requirements discussed above under “Permitted Bid and Competing Permitted Bid” to align the definition of “Competing Permitted Bid” with the statutory provisions to automatically adjust the required minimum deposit period of a Competing Permitted Bid in accordance with the provisions of section 2.28.2 or section 2.28.3 of NI 62-104, as applicable.
• An amendment to the definition of “controlled” to clarify the application of the definition in the case of entities other than corporations, body corporates, partnerships or limited partnerships, such as entities whose governing bodies consist of administrators, managers, trustees or other individuals performing similar functions as those of directors.

This summary of the proposed amendments does not describe all of the amendments made to the 2022 Rights Plan Agreement in the Amended and Restated Rights Plan Agreement and is qualified in its entirety by the full text of the Amended and Restated Rights Plan Agreement. We also refer you to a version of this document showing the full text of the proposed amendments compared to the 2022 Rights Plan Agreement, which is available on the Corporation’s corporate website (www.corpo.metro.ca).

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Exhibit B – Resolution approving the reconfirmation and the amendment and restatement of the Corporation’s shareholder rights plan

RESOLUTION APPROVING THE RECONFIRMATION AND AMENDMENT AND RESTATEMENT OF THE CORPORATION'S SHAREHOLDER RIGHTS PLAN BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS OF THE CORPORATION THAT:

1. the shareholder rights plan of the Corporation be reconfirmed and amended and restated, and that the Corporation be and is hereby authorized to enter into an amended and restated shareholder rights plan agreement between the Corporation and TSX Trust Company evidencing such reconfirmation, amendment and restatement, a summary of which is provided in Exhibit A to this Circular and the full text of which is made available on the Corporation's corporate website (www.corpo.metro.ca), which reconfirmation and entering into of such amended and restated rights plan agreement was authorized by the Board of Directors subject to the approval thereof by the shareholders of the Corporation pursuant to this resolution;

2. any two (2) of the Chair of the Board of Directors, the President and Chief Executive Officer, the Executive Vice President, Chief Financial Officer and Treasurer and the Vice-President, General Counsel and Corporate Secretary, acting together, be, and each of them is hereby, authorized and directed, for and on behalf and in the name of the Corporation, to sign and execute all documents, to conclude any agreements and to do and perform all acts and things deemed necessary or advisable in order to give effect to this resolution, including compliance with all applicable securities laws and regulations; and

3. the Board of Directors be, and it is hereby, authorized to cause all measures to be taken, such further agreements to be entered into and such further documents to be executed as may be deemed necessary or advisable to give effect to and fully carry out the intent of this resolution.

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Exhibit C – Shareholder proposal

Proposal submitted to a vote at the Meeting

Proposal 1 was submitted, on an advisory basis, by the Mouvement d'éducation et de défense des actionnaires ("MÉDAC"), located at 82, Sherbrooke Street West, Montréal (Québec) H2X 1X3, a holder of Shares of the Company, for consideration at the Meeting. The proposal was submitted in French by the MÉDAC and translated into English by the Company for the purposes of this English version of the Circular. On the date the MÉDAC submitted its proposal, it held 58 Shares for a period of at least six (6) months.

Proposal 1

Given the number of shareholders who supported this proposal - 15.92% of votes cast last year - it is reiterated that, depending on the duration of current contracts, the Board of Directors should call in another firm of chartered accountants.

Supporting Statement

Such a vote reflects the desire of many shareholders for a fresh vision of the reliability of the financial information they receive, and of the independence of our chartered accountants.

The goal of rotating auditors is to reduce the risks to their independence, which are largely due to the familiarity that may develop over time. There is a risk that, in the long term, the auditor may become too close to the client. For example, the auditor's independence may be reduced when friendships are forged: the auditor becomes too closely associated with the interests of the client's management, the audit plan becomes repetitive, or the auditor is hesitant to make decisions that would suggest that his or her previous decisions were flawed.

In summary, the risks of familiarity with the client are likely to undermine the auditor's rigor, objectivity and critical thinking. Does the percentage of abstentions on the appointment of the current auditor reflect this opinion?

We consider that such a service should be subject to a more frequent renewal of vision, in order to assure shareholders that their auditors are offering them the best service at a competitive price, by ensuring a new approach to auditing, by a different firm.

The Board and management recommend voting "AGAINST" the proposal for the following reasons:

The Audit Committee closely reviews the Company's Auditors' performance, quality of work and independence with a view to maintaining the highest standards. This robust review process includes a comprehensive annual quality and independence assessment which is then shared with the Auditors. In addition, the Auditors are subject to CPAB's independent oversight including audit quality assessment. For more information on this quality assessment and auditor tenure, see section 3.3 of this Circular.

The regulatory requirements in Canada continue to mandate audit and other partners rotation every seven (7) years. Recent publications and research by CPAB continue to support this practice rather than broadening the statutory scope to require periodic audit firm rotation¹.

By regularly rotating the key individuals on the audit, the risks of excessive familiarity are mitigated. The Audit Committee strongly supports limits to the tenure of key senior partners involved in the Company's audit to ensure sufficient independence. The Audit Committee believes that continually having a fresh set of eyes at the key partner level is an important contributor to audit quality and auditor independence.

The Audit Committee has determined that shareholders would not be best served through arbitrary limits on the tenure of audit firms. Furthermore, the Audit Committee requires that the Auditors inform the Audit Committee of all significant audit planning considerations, areas of focus, significant judgments, and possible disagreements with management, prior to informing management, or as a minimum, at the same time. The Audit Committee, by placing itself as an interested party at the initial stages of potentially important issues, mitigates the risk that the auditor may become too close to management, be unduly influenced by management or be reluctant to

¹ See: Chartered Professional Accountants - Canada and Canadian Public Accountability Board, Enhancing Audit Quality: Canadian Perspectives - Conclusions and Recommendations, https://www.cpacanada.ca/en/business-and-accounting-resources/audit-and-assurance/enhancing-audit-quality/publications/eaq-initiative/eaq-final-report-canadianrecommendations; Source Global Research, The Audit Market in 2018, https://www.sourceglobalresearch.com/reports/4765-the-audit-market-in-2018-2; U.S. Government Accountability Office, Public Accounting Firms - Required Study on the Potential Effects of Mandatory Audit Firm Rotation, https://www.gao.gov/assets/gao-04-216.pdf; C. A. Cassell, J. N. Myers, L. A. Myers and T. A. Seidel, Does Auditor Tenure Impact the Effectiveness of Auditor's Response to Fraud Risk?, https://gattoweb.uky.edu/FACULTY/PAYNE/acc490/Graduate%20Student%20Articles/Cassell%20et%20al_%20Does%20Auditor%20Tenure%20Impact%20the%20Effectiveness%20of%20Auditors%E2%80%99%20Response%20to%20Fraud%20Risk.pdf.

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conclude that prior decisions were wrong. The Audit Committee meets also in-camera with the Auditors to discuss any issues or difficulties in the Company's audit, including management's collaboration with the audit.

The Audit Committee also has adopted a policy concerning the pre-approval of audit services and non-audit services. Under this policy, the Auditors may be called upon to provide audit-related services and tax services as long as these services do not interfere with their independence. The Audit Committee must pre-approve all services that the Auditors may render to the Company and its subsidiaries.

The Audit Committee is of the opinion that any concern's with the Auditors' tenure are mitigated by a strong external regulatory framework as well as the Auditors' strong internal independence policies and procedures assessed through the annual auditor evaluation.

Proposals withdrawn and not submitted to a vote at the Meeting

The proposals listed below have been submitted by certain shareholders. Following discussions between the Company and the shareholders who submitted the proposals, or their representatives, it was agreed that these proposals be withdrawn and no longer submitted to a vote at the Meeting. As agreed with the shareholders who submitted these proposals, the Company reproduces below these proposals and shares its responses to these proposals.

Proposal 2 and 3 were submitted, on an advisory basis, by the MÉDAC, 82, Sherbrooke Street West, Montréal (Québec) H2X 1X3, a holder of Shares of the Company, for consideration at the Meeting. The proposals were submitted in French by the MÉDAC and translated into English by the Company for the purposes of this English version of the Circular.

Proposal 2

Text of the proposal as submitted:

It is proposed that the company's annual meetings be held in person, virtual meetings may be held in addition to, but not in place of, in-person meetings. This proposal was supported by over 53% of the votes cast by shareholders last year.

Supporting Statement

Given that face-to-face annual meetings are the only time of the year when shareholders can meet and discuss corporate challenges with members of the Board of Directors and senior management, it is of the highest importance that this process be preserved and encouraged, considering the undeniable benefits it brings.

The CSA recently revised its guidelines to encourage issuers to hold their annual meetings both virtually and in person¹, while the Canadian Coalition for Good Governance² advises against holding such meetings solely virtually, as this may have the effect of limiting the expression of shareholders' voice, and that one of the new criteria that will be used by the Globe & Mail's Board Games to evaluate the good governance of organizations will be to favor hybrid meetings, with no points awarded to companies that hold their meetings solely in person or solely virtually.

As much as we encourage greater face-to-face presence of employees to stimulate exchanges and team spirit, we should also recognize the importance of keeping annual meetings face-to-face, while allowing for the possibility of holding them in virtual mode as well.

THE COMPANY'S RESPONSE

The last three (3) annual general meetings of the Company's shareholders were held in virtual mode. Shareholder attendance at these meetings has been comparable to that of in-person meetings. In addition, the Company has put in place rules to ensure the efficient and fair conduct of these virtual meetings, enabling all shareholders to participate and communicate immediately with each other during these meetings.

The Company recognizes the importance of shareholder engagement at annual meetings. This year, the Company has decided to hold its Annual General Meeting in hybrid mode, to enable shareholders wishing to attend in person to do so, while maintaining the possibility for others to participate online. The Company has thus taken all necessary steps to ensure that as many shareholders as possible are able to attend, while ensuring that the costs incurred are reasonable.

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¹ Canadian securities regulators provide updated guidance on virtual shareholder meetings - Canadian Securities Administrators
² https://ccgg.ca/policies/

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The rules of conduct mentioned above, which the Company had put in place for virtual meetings, will continue to apply to hybrid meetings, with the necessary adaptations. For more details on these rules, we invite shareholders to consult section 1.2 of this Circular.

Furthermore, the Company, wishing to support ongoing shareholder engagement, confirms that in the future it will take all reasonable measures to hold its annual general meetings of shareholders in person or in hybrid mode, it being understood that the Company may hold a virtual meeting upon the occurrence of a force majeure event, such as a pandemic, or for any other important reason.

Proposal 3

Text of the proposal as submitted

It is proposed that the company adhere to the Voluntary Code of Conduct for the responsible development and management of advanced generative artificial intelligence (AI) systems.

Supporting Statement

Over a year ago, the federal government published a voluntary Code of Conduct for the responsible development and management of advanced generative AI systems¹. While these systems offer many benefits, such as writing e-mails, answering complex questions or producing realistic images or videos, they carry significant risks to health and safety, propagate prejudice and have wider societal repercussions, particularly when used by malicious perpetrators.

It's telling that even the pioneers of artificial intelligence are wary of the risks it presents. In early 2023, over 350 AI industry leaders signed a declaration² urging the international community to make it a priority to mitigate the "extinction" risk posed by AI, placing it on a par with a pandemic or nuclear war. Since this moratorium has not yet taken place, the urgency to act is arguably even greater, as Joshua Bengio, one of the signatories of the moratorium request, expressed in an interview with Les Affaires³.

Conscious of the importance of a proper framework, and in order to manage and mitigate these risks, the federal government invited companies to become signatories to this Code, which describes:

• the measures that should be applied pending the adoption of regulations under the Artificial Intelligence Act;
• as well as additional measures that should be taken by any company that develops or manages the operations of such a system made accessible to a wide public, i.e. systems with a wider range of potentially harmful or inappropriate uses.

The purpose of this proposal is to invite the Board of Directors to adhere to this Code of Conduct.

THE COMPANY'S RESPONSE

Unlike most of the companies that have so far signed the Voluntary Code of Conduct for the Responsible Development and Management of Advanced Generative Artificial Intelligence (AI) Systems, the Company is in the early stages of using advanced generative AI systems. These systems offer great advantages, but the Company recognizes that they can potentially entail risks, particularly in terms of security.

The Company has deployed and continues to deploy various technological security measures. In particular, the Company has set up an executive committee made up of members of its management team to oversee cybersecurity activities and the use of AI. This committee has rolled out a number of initiatives concerning the use of various AI systems, such as a guide to best practices in the use of AI for its employees, which sets out in particular how to use AI efficiently and safely. In addition, and after testing it for both reliability and security, the Company has provided its employees with an AI-based search tool operating in protected mode.

The Company recognizes the importance of responsible development and management of advanced generative AI systems. For this reason, in addition to the measures mentioned above, which form part of the good practices set out in the Code, the Company intends to adopt and adhere to the other applicable measures set out in the Code and to the Code by December 31, 2025.

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1 https://ised-isde.canada.ca/site/isde/fr/code-conduite-volontaire-visant-developpement-gestion- responsables-systemes-dia-generative-avances
2 https://futureoflife.org/open-letter/pause-giant-ai-experiments/
3 https://www.lesaffaires.com/secteurs/techno/yoshua-bengio-le-moratoire-na-pas-eu-lieu-2/

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Proposal 4

Proposal 4 was submitted, on an advisory basis, by The Accountability Board ("TAB"), 401 Edgewater Place, Suite 600, Wakefield, MA 01880, United States, a holder of Shares of the Company, for consideration at the Meeting. On the date TAB submitted its proposal, TAB had held 93 Shares for a period of at least six (6) months.

Text of the proposal as submitted:

Dear fellow shareholders:

This proposal requests basic transparency: two data points that would enable shareholders to measure METRO's progress on an issue the company has spent nearly a decade claiming—and continues to claim—it's addressing. Here's the background:

• 2016: METRO pledges to exclusively sell cage-free eggs by 2025—then touts this pledge to shareholders for five years.
• 2021: METRO claims its suppliers won't meet the commitment but decides to continue working with them to "increase its supply" of cage-free eggs.
• 2023: METRO publishes its 2022 Corporate Responsibility Report, which similarly says it plans to "increase our offering of cage-free eggs."
• 2024: A shareholder proposal in METRO's proxy circular requests details—including strategies, benchmarks, and deliverables. In opposing it, METRO references some review it apparently commissioned (from an unnamed "external partner") that claimed there's no "consensus" on hen housing. Thus, METRO now says, it'll sell eggs from cage-free and "enriched" cage systems.

Be that as it may, here's the problem: METRO's never given shareholders sufficient data to measure its progress—either toward its original goal, or toward this revised commitment.

Indeed, although Loblaw, Sobeys, Save-On-Foods, Costco, Walmart, and many others disclose their percentage of cage-free eggs, METRO has refused to do so. It also doesn't disclose the percentage of eggs from "enriched cage" systems.

In supporting last year's proposal, the global asset manager Robeco, with nearly €200 billion under management, said this: "We assessed the company's initiatives and disclosures surrounding this issue, and we believe that animal cruelty in the supply chain is a material risk for the company. We determined that shareholders have limited information to measure the company's progress towards offering cage-free eggs, so we supported the shareholder proposal." [Emphasis added.]

Other shareholders across the world supported it too. In METRO's own country, TD Asset Management, the Investment Management Corporation of Ontario, and Canada Post's pension plan all supported it.

The Swiss financial giant Credit Suisse, the French asset manager Amundi—with €2 trillion under management—and the (state-owned) New Zealand Superannuation Fund supported it too. So did London-based HSBC, concluding adoption of the proposal "would lead to improvement to animal welfare."

Still, it didn't pass. But given the company's continued claims without sufficient data to support them, we now revisit the matter with a far more limited and straightforward ask.

RESOLVED: Shareholders simply ask METRO to disclose what percentage of the eggs it sells come from cage-free production systems and what percentage come from "enriched cage" systems.

METRO must already have access to these details, but as Robeco said, shareholders have limited information to measure its progress. Given METRO's myriad egg-related pledges and statements made over nearly a decade, we think that should change. And especially since disclosing these data points shouldn't be at all overly burdensome, we believe support for the request is clearly warranted. Thank you.

THE COMPANY'S RESPONSE

METRO recognizes that the use of cage-free housing systems or enriched cages is preferable to the use of conventional battery cages for the welfare of laying hens. Although cage-free systems offer hens greater opportunities to engage in their natural behaviours than enriched cages, the latter have their own advantages, such as more effective prevention of disease and injury. There is currently no scientific consensus regarding whether cage-free housing provides superior overall welfare for

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hens compared to enriched cages¹. In line with the recent position statement of the Canadian Veterinary Medical Association, we consider that both housing systems are compatible with good standards of animal welfare. To meet the needs of consumers looking for a high-quality, nutritious source of protein at an affordable price, we continue to offer all types of eggs.

While our suppliers are able to identify which farms are using conventional or enriched cages, this information is not systematically available for all egg products we sell. Many of them are using a mix of enriched and conventional cages. Consequently, we are unable to obtain the exact proportion of our sales that come from enriched (versus conventional) cages. That is why we are closely monitoring the transition of our egg suppliers to alternative housing by getting from them the proportion of their production that is raised using each housing type.

In 2024, our suppliers' average transition rate was 61%², with enriched cages accounting for approximately 30% and cage-free systems 31%. In 2024, cage-free eggs represented 34% of our total product offering in the whole egg category and 13% of our sales in that same category. The remainder are from either enriched or conventional battery cages. Additionally, cage-free eggs are available in 95% of our stores. Only a few stores are unable to include them in their offering, due to their smaller surface area and consequently limited shelf space. All our whole eggs sold under our Life Smart private brand are organic and cage-free. This year, four (4) new products have been added to this range.

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1 Literature review conducted in October 2021

2 Unweighted average : sum of conversion rates for each supplier/total number of suppliers.

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Exhibit D – Mandate of the Board of Directors

1. Purpose

The Board of Directors (the “Board”) is elected by the shareholders and is responsible for overseeing the management of the business and affairs of the Company in all respects.

1. Scope

The responsibilities of the Board extend to Metro Inc., its affiliated entities and their divisions. In this mandate, the word “Company” refers to Metro Inc., its affiliated entities and their divisions.

1. Composition and Organization

3.1 The Board determines its composition, size and the qualifications of its members taking into account applicable legal requirements and best practices.

3.2 Directors must have the knowledge, experience, skills and expertise and meet the expectations as determined by the Board from time to time.

1. Duties and Responsibilities

In addition to decisions requiring the Board’s approval pursuant to the law or the Company’s articles and by-laws, the Board assumes the responsibility for the following matters, either directly or through one of its committees:

4.1 Strategic planning and risk oversight

4.1.1 the approval of the Company’s strategic plan and the oversight of its execution, the Board reviewing on an annual basis such plan to take into consideration relevant opportunities and risks;

4.1.2 the oversight and monitoring of the principal risks associated with the Company’s activities to ensure the Company has appropriate systems, programs and practices to manage these risks;

4.2 Human resources

4.2.1 the appointment of the Company’s senior executive officers;

4.2.2 the oversight of the Company’s compensation philosophy and related practices;

4.2.3 the approval of objectives relevant to the President and Chief Executive Officer, the Executive Vice-President, Chief Financial Officer and Treasurer, and the Executive Vice-President and Chief Operating Officer;

4.2.4 the evaluation of the performance of the President and Chief Executive Officer with respect to objectives and the tracking of progress against such objectives of the Executive Vice-President, Chief Financial Officer and Treasurer and the Executive Vice-President and Chief Operating Officer;

4.2.5 the approval of the compensation of the Company’s senior executive officers;

4.2.6 the oversight of the succession plans of the Company’s senior executive officers;

4.2.7 the establishment of rules of ethics for the directors, officers and employees of the Company and ensuring their application;

4.2.8 the oversight of the application of the Company’s Equity, Diversity and Inclusion Policy and the Company’s compliance with this policy;

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4.2.9 the monitoring of any major labour relations or human resources issues;

4.3 Audit matters

4.3.1 the review and approval of a policy dealing with the Company's disclosure of material financial information to shareholders and the public at large as well as the oversight of its application;

4.3.2 the review and approval of the Company's audited annual and interim financial statements, the MD&A, and all press releases relating to the financial statements;

4.3.3 the review and approval of all material disclosure documents, including the Annual Report, Annual Information Form and the Management Proxy Circular;

4.3.4 the oversight and monitoring of the integrity of the Company's internal control and management information systems;

4.3.5 the appointment, subject to approval by shareholders, and, when deemed advisable, the termination of the external auditor;

4.3.6 the appointment and, when deemed advisable, the replacement, reassignment or termination of the individual leading the internal audit function; and

4.3.7 the review of the qualifications, performance and independence of the external auditor and the internal audit function.

4.4 Corporate responsibility

4.4.1 the oversight of the Company's activities with respect to the Company's corporate purpose and corporate responsibility, which includes environmental, social and governance matters (ESG), including climate change, and the approval of the Company's Corporate Responsibility Plan and related disclosure;

4.5 All other important decisions

4.5.1 the approval of all other important decisions including those relating to material investments and transactions;

5. Corporate governance

With regards to corporate governance, the Board:

5.1 develops the Company's approach to corporate governance and its corporate governance principles; and

5.2 ensures that the Company complies with the relevant corporate governance guidelines and disclosure requirements.

6. Board Structure and Composition

With regards to the structure of the Board and its composition, the Board:

6.1 identifies and recommends to the shareholders the nominees proposed to be elected as directors;

6.2 is responsible for succession planning at the Board level and elaborates a selection process for new directors;

6.3 develops and provides an orientation and education program for new directors as well as a continuing education program for all directors.

6.4 determines and approves director compensation;

6.5 reviews the indemnification procedure regarding directors' liability as well as directors' liability insurance coverage;

6.6 self-assesses its own effectiveness as well as that of its committees and of individual directors; and

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6.7 establishes the committees or subcommittees which it considers advisable for the performance of the Board's duties and responsibilities and approves their mandate.

7. Management

Management is responsible for the day-to-day management of the Company's operations. The Board approves the general goals for the Company which management is responsible for meeting.

The Board's main expectations of management are the protection of the Company's interests and the long-term maximization of the shareholders' investment, while striking a proper balance with the short- and medium-term goals, as well as the interests of the employees, the customers and the stakeholders of the Company.

8. Outside consultant

The Board of Directors has the authority to retain, at the expense of the Company, any outside consultant necessary to allow it to carry out its duties.

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