MTY Food Group Inc. — Proxy Solicitation & Information Statement 2026

Apr 15, 2026

02655A

8210 route Transcanadienne
Saint-Laurent, QC, H4S 1M5
Tel.: (514) 336-8885

NOTICE OF ANNUAL GENERAL MEETING

TAKE NOTICE that the annual general meeting (the “Meeting”) of the shareholders of MTY Food Group Inc./Groupe d’Alimentation MTY Inc. (“MTY” or the “Corporation”) will be held on Wednesday May 20, 2026, at 2:30 p.m. (Eastern time) at 800, rue du Square-Victoria, suite 3500, Montréal, Québec H3C 0B4, and online for the following purposes:

1. To receive the financial statements of the Corporation for its fiscal year ended November 30, 2025, and the report of the Auditor thereon;
2. To elect directors;
3. To appoint the Auditor for the ensuing year and to authorize the Directors to fix their remuneration;
4. To consider and, if thought fit, approve the following resolution: “That, on an advisory basis and not to diminish the role and responsibilities of the Directors, the shareholders accept the Board’s approach to executive compensation disclosed in the accompanying Information Circular”; and
5. To transact such other business as may properly come before the Meeting.

The accompanying Information Circular contains details of matters to be considered at the Meeting.

This year again, MTY is conducting a hybrid Meeting, allowing for shareholder participation both online and in person. Registered Shareholders (as defined in the Information Circular under the heading “Voting Virtually at the Meeting”) and duly appointed proxyholders can attend the meeting in person at 800, rue du Square-Victoria, suite 3500, Montréal, Québec H3C 0B4, or in virtual format via live webcast where they can participate, vote, and submit questions during the Meeting. Registered Shareholders and duly appointed proxyholders who wish to attend the meeting virtually can do so by filling out by 2:30 p.m. (Eastern time) on May 15, 2026 the online registration form available at https://fasken.zoom.us/meeting/register/SKVyhvFESAaAfurkkfqSoQ with the requested information, i.e., their full name (or legal name in the case of a corporation), email address and control number, in order to receive a link to the Meeting platform.

A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his or her stead. If you are unable to attend the Meeting, or any adjournment thereof in person, please read the Notes accompanying the Form of Proxy enclosed herewith and then complete and return the Proxy within the time set out in the Notes. The enclosed Form of Proxy is solicited by Management but, as set out in the Notes, you may amend it if you so desire by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.

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Notice-and-Access

The Corporation has elected to use “notice-and-access” rules (“Notice-and-Access”) under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer for distribution of the Meeting Materials (as defined below) to shareholders who do not hold shares of the Corporation in their own names (“Beneficial Shareholders”). Notice-and-Access is a set of rules that allows issuers to post electronic versions of the Meeting Materials (as defined below) on SEDAR+ and on one additional website, rather than mailing paper copies. The use of Notice-and-Access is more environmentally friendly as it helps reduce paper use; it also reduces the Corporation’s printing and mailing costs. Beneficial Shareholders may obtain further information about Notice-and-Access by contacting Computershare Investors Services Inc. toll-free at 1-866-962-0498 or direct, from outside of North America at (514) 982-8716. The Corporation is not using Notice-and-Access for delivery to shareholders who hold their shares directly in their respective names (“Registered Shareholders”). Registered Shareholders will receive paper copies of the Proxy-Related Materials via prepaid mail.

Websites Where Proxy-Related Materials are Posted

This Information Circular, this notice of meeting, the form of proxy, voting instruction form and the Corporation’s 2025 annual report containing the Corporation’s annual audited consolidated financial statements for the year ended November 30, 2025 and the related Management’s Discussion and Analysis (collectively, the “Meeting Materials”) are available on the Corporation’s website (www.mtvgroup.com) under Investors and on SEDAR+ (www.sedarplus.ca). All shareholders are reminded to review the Proxy-Related Materials before voting.

Paper Copies

You may request paper copies of the Proxy-Related Materials at no cost up to one year from the date that this Information Circular was filed on SEDAR+. In order to receive a paper copy of the Proxy-Related Materials before the date of the Meeting, your request should be received at least 10 business days prior to the date of the Meeting. Registered Shareholders may request paper copies of Proxy-Related Materials by calling Computershare toll-free at 1-866-962-0498 or direct, from outside of North America at (514) 982-8716 and entering your Control Number as indicated on your form of proxy. Non-registered shareholders may request paper copies of the Proxy-Related Materials by visiting www.proxyvote.com or by calling 1-877-907-7643 (toll free in Canada and the United States) and entering the control number located on the voting instruction form provided to you and following the instructions. If you do not have a 15-digit control number, you can request a paper copy of the meeting materials/circular by calling toll-free within North America (English) 1-844-916-0609 (French) 1-844-973-0593, or direct, from outside of North America (English) 1-303-562-9305 or (French) 1-303-562-9306. If you request a paper copy of the Proxy-Related Materials, you will not receive a new form of proxy or voting instructions form, so you should keep the original form sent to you in order to vote at the Meeting. Following the Meeting, you may request paper copies of the Proxy-Related Materials by calling Broadridge at 1-877-907-7643 within North America, or direct, from outside of North America at (303) 562-9305 (English) and (303) 562-9306 (French).

Voting

The Board of Directors has fixed the close of business on April 7, 2026 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Shareholders are asked to vote their shares prior to the Meeting by returning their voting instruction form, voting online or using the toll-free telephone number set out on the voting instruction form. The deadline for proxy voting is 2:30 p.m. (eastern time) on May 15, 2026. If you are using a 15-digit control number to log in to the online Meeting and vote using the online ballot, you will be revoking any and all previously submitted proxies. If you DO NOT wish to revoke all previously submitted proxies, DO NOT vote at the Meeting using the online ballot.

DATED at Ville St-Laurent, Québec, on April 7, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

“Stanley Ma”

Stanley Ma,
Chairman and President

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02656A