HIGH LINER FOODS

Notice of 2026 Annual General Meeting of Shareholders and Management Information Circular

Annual General Meeting: May 13, 2026, 11:30 a.m. (Atlantic Time)

Virtually: https://meetings.lumiconnect.com/400-261-435-854 Password: highliner2026 (case sensitive) Meeting ID: 400-261-435-854 Audio Only: 1-800-990-2777 Conference ID: 81062

These shareholder materials are being sent to both registered and non-registered owners of the shares of High Liner Foods Incorporated. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of shares, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your voting instructions. Please return your voting instructions on your completed Proxy or Voting Instruction Form.

March 24, 2026

HIGH LINER FOODS

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

The 2026 Annual General Meeting (the "Meeting") of the Shareholders (see definition on page 3 of this document) of High Liner Foods Incorporated (the "Company" or "High Liner Foods") will be held virtually at https://meetings.lumiconnect.com/400-261-435-854 password: highliner2026 (case sensitive) Meeting ID: 400-261-435-854 on May 13, 2026 at 11:30 a.m. (Atlantic Time) for the following purposes:

To receive the annual financial statements of the Company for the fiscal year ended January 3, 2026, and the report of the auditors;
To elect directors to the Board of the Company for 2026;
To appoint auditors for 2026 and permit the directors to fix their remuneration;
To approve the advisory resolution to accept the Company's approach to executive compensation disclosed in the Management Information Circular; and
To transact such other business as may be properly brought before the Meeting.

High Liner Foods encourages Shareholder participation in the Meeting through the virtual meeting tool either online or by phone. Additional information regarding how Shareholders can participate in the Meeting is provided in the Management Information Circular below.

All registered holders of common shares of the Company (a "Share") as at the commencement of the Meeting are entitled to participate and vote at the Meeting. To ensure your votes are counted in the Meeting, all Shareholders are strongly encouraged to complete, date, sign and return the enclosed proxy not later than 48 hours before the Meeting using the postage prepaid envelope enclosed for that purpose or send by fax to 1-416-607-7964 or send by email to [email protected] or vote directly online at www.meeting-vote.com or by telephone at 1-888-489-5760.

The annual financial statements for the fiscal year ending January 3, 2026, together with Management's Discussion and Analysis (the "MD&A"), the Management Information Circular and a form of proxy accompany this Notice of Meeting.

Dated at Halifax, Nova Scotia as of the 24th day of March 2026.

By order of the Board

(signed)

James Bishop

Executive Vice President, General Counsel & Corporate Secretary

QUESTIONS & ANSWERS VOTING AND PROXIES... 4
PROXY INFORMATION... 8
Principal Holders of Shares... 8
Designation and Revocability of Proxies... 8
Voting of Management Proxies... 9
Interest of Certain Persons in Matters to be Acted Upon... 9

BOARD OF DIRECTORS... 10
Nominees for Election to the Board of Directors... 10
Majority Voting... 16
Experience Matrix... 17
Directors' Liability Insurance... 17
Independence and Board Committees... 17
Board and Committee Meetings Held and Attendance... 18
Cease Trade Orders and Bankruptcies... 18
Interest of Informed Persons in Material Transactions... 18

COMPENSATION OF NON-EXECUTIVE DIRECTORS... 19
COMPENSATION DISCUSSION AND ANALYSIS... 23
Executive Summary... 24
Compensation Governance & Risk Management... 26
Compensation Governance & Oversight... 26
Independent Advisor... 27
Compensation Risk Analysis... 28
Share Ownership Requirements... 29
Compensation Philosophy and Objectives... 31
Elements of Compensation... 32
Compensation Benchmarking... 33
Base Salary Compensation... 34
Short-Term Incentive Plan... 34
Long-Term Incentive Compensation... 38
Performance Graph... 40
Summary Compensation Table... 42
Incentive Plan Awards... 43
Executive Perquisites... 44
Retirement Plan Benefits... 44
Termination and Change of Control Benefits... 46
Equity Compensation Plan Information... 48

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS... 54
AUDIT COMMITTEE COMPOSITION AND AUDIT FEES... 54
APPOINTMENT OF AUDITORS... 54
ADVISORY RESOLUTION OF THE COMPANY'S APPROACH TO EXECUTIVE COMPENSATION... 54
CORPORATE GOVERNANCE PRACTICES... 55
Our Approach to Sustainability Matters... 55
Board Diversity... 58
Risk Oversight... 59
Composition of the Board... 61
Meeting of Independent Directors... 61
Board Mandate... 62
Position Descriptions... 64
Orientation and Continuing Education... 64
Code of Business Conduct and Ethics... 65
Nomination of Directors... 65
Compensation... 67
Regular Board Assessments... 67

CHARTER OF BOARD OF DIRECTORS... 68
Board Committees and 2025 Activities... 68

ADDITIONAL INFORMATION... 71

APPROVAL - BOARD OF DIRECTORS 71

SCHEDULE A - CHARTER OF THE BOARD OF DIRECTORS 72

All references to the "Circular" mean this Management Information Circular dated March 24, 2026, in connection with the 2026 Annual and Special General Meeting of the Shareholders of High Liner Foods Incorporated to be held on May 13, 2026 (the "Meeting"). In this document "Shareholders", "you" and "your" refer to the holders of Shares of the Company, and "High Liner Foods", the "Company", "we", "us" and "our" refer to High Liner Foods Incorporated.

The Company's presentation currency is U.S. dollars ("USD"). Although the functional currency of the Canadian parent company is Canadian dollars ("CAD"), management believes the USD presentation better reflects the total Company's business activities and improves investors' ability to compare the total Company's financial results with other publicly-traded businesses in the packaged foods industry (most of which are based in the United States (the "U.S.") and report in USD).

Accordingly, the conversion of applicable amounts to USD has been reflected throughout the Circular. For purposes of this conversion, an exchange rate of 1.3976 has been used, representing the average foreign exchange rate for the fiscal year 2025; however, different conversion rates are used (where noted) in particular circumstances as required. Unless otherwise noted all reported figures within the Circular are reported in USD.

QUESTIONS & ANSWERS VOTING AND PROXIES

HOW TO PARTICIPATE?

Shareholders may participate in the Meeting online using a smartphone, tablet or computer through the virtual meeting tool (Lumi) found at https://meetings.lumiconnect.com/400-261-435-854 password: highliner2026 (case sensitive) meeting ID: 400-261-435-854. Shareholders may also listen to the proceedings of the meeting by dialing 1-800-990-2777 conference ID: 81062 and following the prompts.

The Company has determined that the Meeting will be held virtually this year in order to maximize the opportunity for attendance and participation by Directors and Shareholders who reside outside of Lunenburg, Nova Scotia, where the Company's head office is located. The Company views the use of technology to be an important tool to facilitate a broader base of equitable Shareholder participation in the Meeting and to make it more accessible and engaging for all involved. Shareholders, regardless of geographic location, will have an equal opportunity to participate in the Meeting, engage with Directors and management of the Company, and cast their votes for the resolutions to be considered at the Meeting.

The virtual meeting tool will allow registered Shareholders and proxy holders to participate, ask questions and vote at the Meeting through an online portal. Others who are not registered Shareholders or proxy holders may view a live webcast of the Meeting through https://meetings.lumiconnect.com/400-261-435-854, but will not have the ability to ask questions or vote through the live webcast.

You will need the latest version of the following browsers: Chrome, Safari, Edge and/or Firefox. Please ensure your browser is compatible by logging in early.

Caution: Internal network security protocols including firewalls and VPN connections may block access to the Lumi platform for the Meeting. If you are experiencing any difficulty connecting or viewing the Meeting, ensure your VPN setting is disabled or use a computer on a network that does not restrict access.

WHO IS ENTITLED TO VOTE?

Shareholders of the Company who are registered at the commencement of the Meeting are entitled to vote at the Meeting.

As of March 24, 2026, there were 28,199,730 Shares of the Company outstanding. Each registered Shareholder has one vote for each Share held at the time of commencement of the Meeting.

WHAT HAPPENS IF I WANT TO TRANSFER MY SHARES PRIOR TO THE MEETING?

You are free to transfer your Shares at any time, and any registered Shareholder, as of the time of the Meeting, may vote at the Meeting. However, the person to whom you have transferred your Shares must be able to establish before the Meeting that they own the Shares, and therefore we recommend that you complete the contemplated transfers at least 48 hours prior to the Meeting. Also, for the purpose of communicating effectively with the Company's Shareholders, March 24, 2026, has been fixed as the Record Date for the purposes of determining those Shareholders entitled to receive Notice of the Meeting. The Transfer Agent will be forwarding this Circular and other Meeting materials only to those registered Shareholders, and to other persons who, prior to that date, have asked to be included for the purposes of distributing Company information.

WHAT AM I VOTING ON?

Shareholders of the Company are voting on:

1) the election of the directors to the Board of the Company for 2026;
2) the appointment of auditors for the Company for 2026 and permitting the directors to fix the auditors' remuneration; and

3) the advisory resolution to accept the Company's approach to executive compensation disclosed in the Circular.

Management of the Company will also present the Company's annual financial statements for the year ending January 3, 2026, but no vote will be taken on the annual financial statements.

ELECTRONIC AVAILABILITY OF THE COMPANY'S CIRCULAR

Under notice-and-access rules adopted by the Canadian Securities Administrators, we can provide you with electronic access to our Circular and related proxy form instead of sending you a paper copy. This means delivery is more environmentally friendly. Paper use, cost of printing and mailing materials to shareholders is significantly reduced. The notice you received provides instructions on how to access and review an electronic copy of our Circular. The notice also provides instructions on voting by proxy at the Meeting. Shareholders can request a paper copy of the Circular prior to May 6, 2026 at [email protected] or by calling our Transfer Agent toll-free at 1-888-433-6443 from Canada and the U.S. or at 1-416-682-3801 for all other countries.

VOTING INFORMATION

HOW DO I VOTE MY SHARES?

Please follow the voting instructions below based on whether you are a registered or non-registered Shareholder:

You are a registered shareholder if you have a Share certificate issued in your name or appear as the registered Shareholder on the books of the Company.
You are a non-registered shareholder if your Shares are registered in the name of an intermediary (for example, you hold your shares at a bank, trust company, investment dealer, clearing agency, or other institution).

If you are not sure whether you are a registered or non-registered Shareholder, please contact TSX Trust Company (TSX Trust) by email at [email protected]. Alternatively, please call TSX Trust toll-free at 1-800-387-0825 from Canada and the United States or collect at 1-416-682-3860 from other locations.

Registered Shareholders:

Registered Shareholders can participate, ask questions, and vote at the Meeting. If you are a registered Shareholder there are several ways you may vote your Shares.

☑	You may sign the enclosed form of proxy appointing the person named, or some other person you choose, to represent you and vote your Shares at the Meeting.
☐	Eligible registered Shareholders may log in at https://meetings.lumiconnect.com/400-261-435-854, click "I have a Control Number", enter the control number found on the proxy form accompanying the Circular, enter the password: highliner2026 (case sensitive) and meeting ID: 400-261-435-854, then click the "Login" button. During the Meeting, you must ensure you are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Meeting.
☒	You may vote by telephone by calling 1-888-489-5760 (toll-free in Canada and the U.S.). Using the telephone keypad, enter the control number found on your proxy form. Follow the instructions as provided to you over the phone. Note, if voting by phone you will not be able to appoint anyone other than the persons named on your proxy form as your proxy.

☑

You may sign the enclosed form of proxy appointing the person named, or some other person you choose, to represent you and vote your Shares at the Meeting.

☐

Eligible registered Shareholders may log in at https://meetings.lumiconnect.com/400-261-435-854, click "I have a Control Number", enter the control number found on the proxy form accompanying the Circular, enter the password: highliner2026 (case sensitive) and meeting ID: 400-261-435-854, then click the "Login" button. During the Meeting, you must ensure you are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Meeting.

☒

You may vote by telephone by calling 1-888-489-5760 (toll-free in Canada and the U.S.). Using the telephone keypad, enter the control number found on your proxy form. Follow the instructions as provided to you over the phone. Note, if voting by phone you will not be able to appoint anyone other than the persons named on your proxy form as your proxy.

If you intend to vote by any other manner, please contact the Company in advance by calling 902-634-6211 or by email at [email protected].

Non-Registered Shareholders:

If your Shares are not registered in your name but are held in the name of a nominee (e.g., Bank, Trust Company, Securities Broker, Trustee or other intermediary), you will receive a voting instruction form that allows you to vote by internet, telephone, fax, or mail. To vote, follow the instructions provided on your voting instruction form. Your intermediary is required to ask for your voting instructions before the Meeting. Please contact your intermediary if you did not receive a voting instruction form.

Alternatively, you may receive a pre-authorized proxy form from your intermediary indicating the number of Shares to be voted, which you should complete, sign, date, and return as directed on the form.

You may also appoint someone else as the proxy holder for your Shares. You must register the proxy holder by calling TSX Trust at 1-866-751-6315 (within North America) or 1-416-682-3860 (outside of North America) by no later than 11:30 a.m. Atlantic Time (10:30 a.m. Eastern Time) on May 11, 2026. Failing to register your proxy holder online will result in the proxy holder not receiving a control number, which is required to vote at the Meeting virtually.

Non-registered Shareholders who have not duly appointed themselves as proxy holder will not be able to vote at the Meeting virtually unless they request a control number in advance of the meeting by logging onto https://www.tsxtrust.com/control-number-request and following the steps noted. If you do not request a control number electronically you will only be able to participate as a guest.

We encourage all Shareholders to vote in advance of the Meeting and utilize the ability to participate in the meeting virtually.

We do not have access to the names or holdings of non-registered Shareholders. That means you can only vote your Shares at the Meeting, virtually, if you have previously appointed yourself as the proxy holder for your Shares, by printing your name in the space provided on your voting instruction form and submitting it as directed on the form.

Non-registered shareholders unable to attend the Meeting may view a live webcast of the Meeting using the same URL as above and clicking "I am a guest", or by visiting the Investor Center: Webcast section of our website (www.highlinerfoods.com).

WHO IS SOLICITING MY PROXY?

The enclosed form of proxy is being solicited by management of the Company and the associated costs will be borne by the Company. The solicitation will be distributed mainly by mail and may also be performed by email, telephone or fax by an authorized representative of the Company.

VOTING IN ADVANCE OF MEETING BY PROXY

Signing the enclosed form of proxy gives authority to Mr. Robert L. Pace, a director and Chair of the Company and failing him, Mr. Paul A. Jewer, a director and President & Chief Executive Officer ("CEO") of the Company, or to another person appointed, to vote your Shares at the Meeting in accordance with your instructions.

Return your completed proxy to the Company's Transfer Agent in the postage prepaid envelope provided or fax it to 1-416-607-7964 or email it to [email protected] so that it arrives not later than 11:30 a.m. Atlantic Time (10:30 a.m. Eastern Time) on May 11, 2026. This will ensure your vote is recorded.

You can appoint someone other than those noted above to vote your shares by writing the name of the alternative person in the blank space provided in the form of proxy. If you are an individual Shareholder, you must appoint someone who is also a registered Shareholder of the Company. If the Shareholder is a corporation, your proxy need not be a Shareholder. If you intend to proceed on this basis, you must contact the Company in advance by calling 902-634-6211 or by email at [email protected].

The persons named on the form of proxy must vote for or against or withhold from voting your Shares in accordance with your directions. However, if you do not provide directions, your Shares will be voted in favour of: a) the election of directors; b) the appointment of auditors and the ability for directors to fix their remuneration; and c) the advisory resolution to accept the Company's approach to executive compensation as outlined in this Circular.

The person named in the form of proxy will have discretionary authority with respect to amendments or variations to matters identified in the Notice of Meeting and to other matters that may come before the Meeting. If any other matters properly come before the Meeting, the person named in the form of proxy will vote on them in accordance with their best judgment.

CAN I TAKE BACK MY PROXY ONCE I HAVE SUBMITTED IT?

If you wish to change your proxy, prepare a written statement stating this. You, or your attorney as authorized in writing, must sign the statement, or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney of the corporation duly authorized. This statement must be delivered to the head office of the Company, the office of the Transfer Agent, or with the Chair of the Board at any time up to 5:00 p.m. (Atlantic Time) on the last business day preceding the date of the Meeting, or in the case of any adjournment of the Meeting, 5:00 p.m. (Atlantic Time) on the last business day preceding the date of adjournment, or with the Chair of the Meeting on the day of, and prior to the start of, the Meeting or any adjournment thereof.

HOW WILL VOTES BE COUNTED?

Each question brought before the Meeting is determined by a majority of votes cast on the question. In the case of equal votes cast, the Chair of the Meeting is entitled to a casting vote.

The Company's Transfer Agent counts and tabulates the proxies.

FOR MORE INFORMATION

If you have questions about information contained in this Circular or require assistance in completing your form of proxy, please contact the Transfer Agent at:

Address: TSX Trust Company, 301-100 Adelaide Street W. Toronto, ON M5H 4H1

Telephone: 1-800-387-0825 (toll-free in North America) 1-416-682-3860 (all other countries)

Fax: 1-416-361-0470

Email: [email protected]

If you have any unanswered questions, please feel free to contact the Company's Corporate Secretary, by writing to:

High Liner Foods Incorporated, P.O. Box 910, 100 Battery Point, Lunenburg, NS B0J 2C0, or by telephone at 902-634-6211, or by email at: [email protected]

PROXY INFORMATION

PRINCIPAL HOLDERS OF SHARES

The only securities of the Company, entitled to vote on all matters, are voting common shares ("Shares" or a "Share"). As at March 24, 2026, there are 28,199,730 Shares issued and outstanding. Each Share is entitled to one vote and all registered holders of Shares ("Shareholders") as of the commencement of the Meeting are entitled to be present and to vote at the Meeting.

The directors and senior officers of the Company do not know of any person or entity which beneficially owns or controls or directs, directly or indirectly, more than 10% of the Shares (as of March 24, 2026) except as noted below:

Shareholder	Number of Shares	% of Shares Issued
Thornridge Holdings Limited	11,586,124	41.1 %

DESIGNATION AND REVOCABILITY OF PROXIES

Mr. Robert L. Pace, as director and Chair of the Company, and failing him, Mr. Paul A. Jewer as director and President & CEO of the Company, have been named on the attached form of proxy. They have indicated to the Company their willingness to represent, as proxy, the Shareholders desiring to so appoint them.

Each Shareholder who is an individual may appoint as proxy a Shareholder other than the individuals named in the form of proxy, provided that the proxy is also a registered Shareholder. A Shareholder that is a corporation may appoint as its proxy a person who is not a Shareholder of the Company.

If any Shareholder wishes to designate as proxy a person other than Mr. Pace or Mr. Jewer their names should be deleted on the form of proxy and the name of the desired nominee inserted. Failing an alternative designation, Mr. Pace will, for the purposes set out in the Notice of Meeting, act as the nominee of each Shareholder properly executing and returning the proxy form, and failing him, Mr. Jewer.

All proxy forms must be deposited at the office of the Company's Transfer Agent, TSX Trust Company, Attention Proxy Department, PO Box 721, Agincourt, Ontario M1S 0A1 or may be sent by fax to 1-416-607-7964 or by email to [email protected] by 11:30 a.m. Atlantic Time (10:30 a.m. Eastern Time) on May 11, 2026.

A Shareholder may revoke a proxy. The revocation must be in writing signed by the Shareholder or his or her authorized attorney or, if the Shareholder is a corporation, under its corporate seal or by an officer or authorized attorney and, sent to either the head office of the Company or to the office of the Company's Transfer Agent, as noted above, or given to the Chair of the Board at any time up to 5:00 p.m. (Atlantic Time) on the last business day preceding the date of the Meeting, or in the case of any adjournment of the Meeting, 5:00 p.m. (Atlantic Time) on the last business day preceding the date of adjournment, or with the Chair of the Meeting on the day of, and prior to the start of, the Meeting or any adjournment thereof.

VOTING OF MANAGEMENT PROXIES

The person named in the attached proxy will vote or withhold from voting in accordance with the instruction of the Shareholder appointing them. In the absence of such direction, proxies will be voted in favour of:

(a) The election as directors of the persons proposed to be nominated in this Circular for 2026;
(b) The appointment of PricewaterhouseCoopers LLP as auditors for 2026 and the authorization for the directors to fix the auditors' remuneration; and
(c) The advisory resolution to accept the Company's approach to executive compensation disclosed in the Circular.

The enclosed proxy confers discretionary authority upon the named person with respect to amendments or variations of matters specifically mentioned in the Notice of Meeting and with respect to other matters not specifically mentioned in the Notice of Meeting. Management has no knowledge that any business other than that referred to in the accompanying Notice of Meeting will be presented at the Meeting. However, if any other matter properly comes before the Meeting, the person named in the proxy will vote in accordance with what they consider to be in the best interest of the Company.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the directors or executive officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors.

BOARD OF DIRECTORS

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

The ten persons named below will be nominated for election as directors to the Board at the Meeting. All the nominees are directors now and have been since the date indicated. "Director since" indicates the earliest date that the person became a director. Each director holds office until the Meeting and each director elected at the Meeting will hold office until the next Annual General Meeting of the Company or until their successor is elected. The table shows the number of Shares, including deferred share units ("DSUs") for non-executive directors, restricted share units ("RSUs") for directors who are executives, and Options (as defined and further discussed below) to acquire Shares of the Company reported by each nominee as beneficially owned or controlled or directed, directly or indirectly, by them on March 24, 2026.

The Company would like to recognize and extend its sincere appreciation to Ms. Shelly Jamieson and Mr. Frank van Schaayk, both of whom will not be standing for re-election to the Board at the Meeting. Ms. Jamieson, who has served as a director since 2012, and Mr. van Schaayk, who has served as a director since 2014, have each made significant and lasting contributions to High Liner Foods' governance and strategic direction. On behalf of the Board of Directors and management, we offer our utmost thanks for their dedication, leadership, and commitment to the Company's success.

Scott A. Brison

| Outremont, QC, Canada
Director Since: 2022 | Current Public Board Memberships:
High Liner Foods Incorporated
Power Sustainable
Board / Committee Membership: Eligible
Attendance Total
HR Committee 4 of 4 100%
Audit Committee 4 of 5 80% | | |
| --- | --- | --- | --- |
| Independent(1) | Status Under Share Ownership Requirements(2):
Meets the Share ownership requirement | | |

Number of Shares, DSUs or RSUs Beneficially Owned, Controlled or Directed:

Total Shares and DSUs		Value (CAD)(3)		Options Outstanding
2026	2025	2026	2025	2026
25,445	20,519	$ 380,403	$ 326,662	n/a

JOAN K. CHOW

Joan Chow is the former Executive Vice President and Chief Marketing Officer of Conagra Foods, now known as Conagra Brands. She is the former Chief Marketing Officer of the Greater Chicago Food Depository. She is a director of Energy Recovery Inc. where she is a member of the Audit Committee and Chair of the Compensation Committee. She has previously served as: Chair of the Compensation Committee and a member of the Governance Committee of Welbilt Inc.; a director and member of the Audit Committee of Spectrum Brands Holdings Inc.; and a director of The Manitowoc Company, RC2 Corporation and Feeding America.

Current Public Board Memberships:
High Liner Foods Incorporated
Energy Recovery Inc.

Oak Park, IL, USA	Board / Committee Membership:	Eligible Attendance	Total
Director Since: 2017	Board	10 of 10	100%
	Audit Committee (Chair)	5 of 5	100%
	Governance Committee	3 of 3	100%
	Executive Committee	n/a	n/a
Independent(1)	Status Under Share Ownership Requirements(2):
	Meets the Share ownership requirement

Number of Shares, DSUs or RSUs Beneficially Owned, Controlled or Directed:

Total Shares and DSUs		Value (CAD)(3)		Options Outstanding
2026	2025	2026	2025	2026
76,556	68,080	$ 1,144,512	$ 1,083,834	—

ROBERT P. DEXTER, K.C.

Halifax, NS, Canada Director Since: 1992	Robert Dexter is the Chairman and CEO of Maritime Travel Inc., which operates in excess of 90 travel shops in Canada under the names "Maritime Travel" and "LeGrows Travel". Retired as counsel of Stewart McKelvey in 2022. He is director of BCE Inc. and Bell Canada. Mr Dexter previously held the positions of Chairman of Empire Company Limited and its wholly-owned subsidiary Sobeys Inc. and Chairman of Wajax Corporation. Current Public Board Memberships: High Liner Foods Incorporated BCE Inc. and Bell Canada
	Board / Committee Membership:	Eligible Attendance	Total
	Board	10 of 10	100%
	HR Committee	4 of 4	100%
Independent(1)	Status Under Share Ownership Requirements(2): Meets the Share ownership requirement

Number of Shares, DSUs or RSUs Beneficially Owned, Controlled or Directed:

Total Shares and DSUs		Value (CAD)(3)		Options Outstanding
2026	2025	2026	2025	2026
706,614	691,865	$ 10,563,879	$ 11,014,491	—

DAVID J. HENNIGAR

David J. Hennigar previously held the office of Vice Chairman & Lead Director of High Liner Foods from May 2015 to May 2019 and prior to this office was Chairman of the Board of High Liner Foods since 1995. Mr. Hennigar is the Chairman and director of Thornridge Holdings Limited, and director of other public and private companies.

Current Public Board Memberships:

High Liner Foods Incorporated

MedX Health Corp.

SolutionInc Technologies Limited

Landmark Global Financial Corporation

Grand River Iron Sands Inc.

Metalo Manufacturing Inc. (formerly Muskrat Minerals Inc.)

Aquarius Surgical Technologies Inc. (formerly Aquarius Coatings Inc.)

Canadian Gold Resources Ltd.

Bedford, NS, Canada

Director Since: 1984

Independent(1)

Board / Committee Membership:

Board

Eligible Attendance

10 of 10

Total

100%

Status Under Share Ownership Requirements(2):

Meets the Share ownership requirement

Number of Shares, DSUs or RSUs Beneficially Owned, Controlled or Directed:

Total Shares and DSUs		Value (CAD)(2)		Options Outstanding
2026	2025	2026	2025	2026
227,026	219,252	$ 3,394,039	$ 3,490,492	—

ANDREW J. HENNIGAR

Andrew Hennigar is a director of Thornridge Holdings Limited, and previously served as a director of Scotia Investments Limited. Mr. Hennigar was a previous director of the Company from May 2015 to May 2018.

Current Public Board Memberships:

High Liner Foods Incorporated

Sweets Corner, NS, Canada

Director Since: 2020

Board / Committee Membership:

Board

Eligible Attendance

10 of 10

Total

100%

Status Under Share Ownership Requirements(2):

Meets the Share ownership requirement

Number of Shares, DSUs or RSUs Beneficially Owned, Controlled or Directed:

Total Shares and DSUs		Value (CAD)(2)		Options Outstanding
2026	2025	2026	2025	2026
240,306	214,774	$ 3,592,575	$ 3,419,202	—

PAUL A. JEWER

Paul Jewer was appointed as President & Chief Executive Officer in December 2023. Prior to that he served as the Company's Chief Financial Officer since February 2014. Previous to that he was CFO with Sobeys Inc. He is an FCPA, FCA and also received his ICD.D designation through the Institute of Corporate Directors. Mr. Jewer is the Treasurer of the Groundfish Forum, a member of the executive of the National Fisheries Institute, a board member of Norcod AS and Andfjord Salmon Group AS. Mr. Jewer is Chair of Sport Nova Scotia and a member of the Advisory Board of FM Canada. Mr. Jewer is an Honorary Governor of the Board of Governors of Acadia University, having completed a seven-year term as Chair of the Board. He is past Chair of the Board of Governors of Halifax Grammar School.

Current Public Board Memberships(5):

High Liner Foods Incorporated

Norcod AS

Andfjord Salmon Group AS

Halifax, NS, Canada

Director Since: 2023

Not Independent(1)

Board / Committee Membership:	Eligible Attendance	Total
Board	10 of 10	100%
Executive Committee	n/a	n/a

Status Under Share Ownership Requirements(2):

Acquire By Date:

Progress towards Share ownership requirement: 49%

December 20, 2030

Number of Shares, DSUs or RSUs Beneficially Owned, Controlled or Directed:

Total Shares and RSUs		Value (CAD)(2)		Options Outstanding
2026	2025	2026	2025	2026
128,902	113,499	$ 1,927,085	$ 1,806,904	220,706

PAMELA KOHN

Pamela Kohn is an independent board director of Americold Realty Trust, Inc. She also sits on the advisory board of Pairwise and is a previous board member of several not-for-profit organizations. In September 2024, Pamela retired from Rite-Aid where she held the role as Senior Vice President and Chief Merchandising Officer. Among her previous executive roles, she was the Chief Merchandising Officer of Sally Beauty, as well as Chief Merchandising and Marketing Officer of Family Dollar, a division of Dollar Tree, and before that, Fresh Market. Pamela's earlier career included 13 years at Walmart, including such roles as President, U.S. Realty and EVP, Merchandise Services, as well as an early foundation at Food Lion across, buying, merchandising and operations functions. Pamela comes with end-to-end retail, merchandising, supply chain, marketing, and operations experience in the grocery retail space gained through 35 years of experience working for large U.S. retailers alternating channels, functions and geographies.

Current Public Board Memberships:
Americold Realty Trust, Inc.
High Liner Foods Incorporated

Boerne, TX, USA
Director Since: 2024

Independent(1)

Board / Committee Membership:	Eligible Attendance(4)	Total
Board	10 of 10	100%
HR Committee	4 of 4	100%
Audit Committee	5 of 5	100%
Governance Committee	1 of 1	100%
Status Under Share Ownership Requirements(2):	Acquire By Date:
Progress towards Share ownership requirement: 52%	May 14, 2029

Number of Shares, DSUs or RSUs Beneficially Owned, Controlled or Directed:

Total Shares and RSUs		Value (CAD)^{(5)}		Options Outstanding
2026	2025	2026	2025	2026
14,134	n/a	$ 211,303	n/a	n/a

M. JOLENE MAHODY

Jolene Mahody is the former Executive Vice President & Chief Strategy Officer of Chorus Aviation Inc., and prior to that held the positions of EVP & CFO of Chorus Aviation Inc. and COO at Jazz Aviation LP, a subsidiary of Chorus. Ms. Mahody is an FCPA, FCA and also received her ICD.D designation through the Institute of Corporate Directors. Ms. Mahody is past Chair of the Board of Governors of Mount Saint Vincent University and has served on several other not-for-profit boards.

Current Public Board Memberships:

High Liner Foods Incorporated

Halifax, NS, Canada	Board / Committee Membership:	Eligible Attendance	Total
Director Since: 2014	Board	10 of 10	100%
	HR Committee (Chair)	4 of 4	100%
	Audit Committee	5 of 5	100%
	Governance Committee	3 of 3	100%
	Executive Committee	n/a	n/a
Independent(1)	Status Under Share Ownership Requirements(2):
	Meets the Share ownership requirement

Number of Shares, DSUs or RSUs Beneficially Owned, Controlled or Directed:

Total Shares and DSUs		Value (CAD)(3)		Options Outstanding
2026	2025	2026	2025	2026
63,589	57,321	$ 950,656	$ 912,550	—

R. ANDY MILLER

R. Andy Miller is President of Andy Miller Consulting in St. John's, Newfoundland, a sales and marketing management and leadership consulting company. Mr. Miller was formerly CEO of Linco Foods Systems A/S, President of Baader North America Company and Managing Director of Baader Group. Mr. Miller is a board member of Baader North America Corp. (a food processing technology company) and an executive board member for The Canadian Centre for Fisheries Innovation (non-profit). Mr. Miller is a former board member of Baader Food Systems USA (formerly Baader Linco Inc.),

Current Public Board Memberships:

High Liner Foods Incorporated

St. John's, NL, Canada	Board / Committee Membership:	Eligible Attendance	Total
Director Since: 2012	Board	10 of 10	100%
	HR Committee	4 of 4	100%
Independent(1)	Status Under Share Ownership Requirements(2):
	Meets the Share ownership requirement

Number of Shares, DSUs or RSUs Beneficially Owned, Controlled or Directed:

Total Shares and DSUs		Value (CAD)(3)		Options Outstanding
2026	2025	2026	2025	2026
86,899	79,485	$ 1,299,140	$ 1,265,401	—

ROBERT L. PACE

Robert L. Pace is the President and CEO of The Pace Group Limited, a private holding company. He is Chairman of Maritime Broadcasting System, owning and operating 28 radio stations in the Maritime provinces. Mr. Pace is a director of several private companies and is former Chairman of the Board of Directors of Canadian National Railway Company. In June 2016, Mr. Pace was appointed Member of the Order of Canada.

Current Public Board Memberships:

High Liner Foods Incorporated

Halifax, NS, Canada

Director Since: 1998

Board / Committee Membership:	Eligible Attendance	Total
Board (Chair)	10 of 10	100%
Governance Committee	3 of 3	100%
Audit Committee	5 of 5	100%
HR Committee	4 of 4	100%
Executive Committee	n/a	n/a
Independent(1)	Status Under Share Ownership Requirements(2):
Meets the Share ownership requirement

Number of Shares, DSUs or RSUs Beneficially Owned, Controlled or Directed:

Total Shares and DSUs		Value (CAD)(3)		Options Outstanding
2026	2025	2026	2025	2026
196,513	188,871	$ 2,937,869	$ 3,006,826	—

(1) For the analysis of independence, see the Independence and Board Committees section of this Circular.
(2) Share ownership requirements are four (4) times the annual cash retainer. Directors are required to meet this requirement within five (5) years from November 21, 2021 or the specific director's appointment date whichever is later. Ownership has been calculated using the volume weighted average market Share price as at March 24, 2026 being CAD$15.22. For further discussion on ownership requirements for non-executive directors, please see the Compensation of Non-Executive Directors section of this Circular. For further discussion on ownership requirements for Mr. Paul Jewer, please see the Share Ownership Requirements section under the Executive Compensation section of this Circular.
(3) For the 2026 Shares/DSUs/RSUs: valued as of March 24, 2026 at the Toronto Stock Exchange (the "TSX") closing Share price of CAD$14.95. For the 2025 Shares/DSUs: valued as of December 28, 2024 (the date of last year's Circular), at TSX close of CAD$15.92 per Share.
(4) In May 2025, the Board made changes to the members of the Governance Committee. Each appointed committee member attended meetings for their appointed committee with only one Audit Committee member missing one meeting.
(5) The Company has made strategic investments in Norcod AS ("Norcod") and Andfjord Salmon Group AS ("Andfjord"), each of which is listed on the Euronext Growth exchange on the Oslo Stock Exchange. Mr. Jewer represents the Company as a member of the board of directors of both Norcod and Andfjord, positions that provide important oversight of the Company's significant investments in those businesses. The Board has considered these appointments and is satisfied that Mr. Jewer's service on the Norcod and Andfjord boards is appropriate and strategically aligned with the Company's interests. Since joining the Company's Board in 2023, Mr. Jewer has consistently fulfilled all of his duties and obligations, including maintaining perfect attendance at Board and Committee meetings. The Board is confident that his outside directorships do not limit his ability to devote sufficient time and attention to his responsibilities as President & CEO and as a director of the Company.

MAJORITY VOTING

The Board believes that each of its members should carry the confidence and support of the shareholders. To this end, the Board has adopted a majority voting policy. This policy requires any nominee for election to the Board of Directors for whom the number of Shares withheld was greater than the number of Shares voted in favour of the nominee to submit his or her resignation promptly after the Meeting to the Chair of the Board for its consideration. The Governance Committee will consider the offer of resignation, and absent exceptional circumstances, will recommend that the Board accept the resignation. The Board will determine whether to accept the resignation within 90 days of the date of the Meeting, and will accept the resignation absent exceptional circumstances. The Board's decision to accept or reject the resignation will be promptly disclosed in a news release and if the Board has determined not to accept the resignation, the reasons for its decision will be fully set out in the news release. The nominee will not participate in any Committee or Board deliberations considering the resignation. This policy does not apply in circumstances involving contested director elections.

EXPERIENCE MATRIX

Each director brings relevant experience to the Board. The skills matrix below shows the mix of key skills and experiences for each Board nominee in areas that have been identified by the Board as necessary for a global food-processing company. The skills matrix is also used to identify those skills for which the Company will recruit when considering candidates for the Board. The Governance Committee reviews the skills matrix annually to ensure it remains current and appropriate.

Areas of Director Experience	Scott Briton	Jean Chow	Robert Dexter	Andrew Hennigar	David Hennigar	Paul Jewer	Pamela Kohn	M. Jolene Mahody	R. Andy Miller	Robert Pace
Legal & Regulatory	✓		✓			✓				✓
Finance/Accounting	✓	✓			✓	✓		✓		✓
Human Resources & Compensation	✓	✓	✓	✓		✓		✓	✓	✓
M&A/Growth Strategy	✓	✓			✓	✓		✓	✓	✓
Governance/Other Directorships	✓	✓	✓	✓	✓	✓	✓	✓		✓
CEO/Senior Executive	✓	✓	✓		✓	✓	✓	✓	✓	✓
Sales & Marketing	✓	✓	✓				✓		✓	✓
Food Industry		✓				✓	✓		✓
Manufacturing						✓			✓
Retail & Consumer Trends		✓	✓			✓	✓		✓	✓
International Operations	✓								✓	✓
Information Technology/Cyber Risk Management/Digital Media	✓	✓				✓		✓		✓
Sustainability	✓	✓			✓	✓		✓	✓
Risk Management	✓					✓		✓	✓	✓

DIRECTORS' LIABILITY INSURANCE

High Liner Foods maintains a directors' and officers' liability insurance policy. The policy provides coverage for costs incurred to defend and settle claims against directors and officers to an annual limit of CAD$80 million with a deductible of CAD$150,000 per occurrence for claims against the Company only. The cost of coverage for 2025 was CAD$159,650. The 2026 premium is CAD$159,740.

INDEPENDENCE AND BOARD COMMITTEES

The Governance Committee affirmatively determined director independence in reference to the definition of "independence" in National Instrument 52-110 Audit Committees and National Policy 58-201 Corporate Governance Guidelines. A detailed analysis of independence is included in the disclosure of Corporate Governance Practices of this Circular.

As of the date of this Circular, all members of the Audit Committee are independent; all members of the Human Resources Committee (the "HR Committee") are independent; and all members of the Governance Committee are independent. Mr. Jewer, President & CEO, is the only member of the Board who is not independent due to his position as President & CEO of the Company.

BOARD AND COMMITTEE MEETINGS HELD AND ATTENDANCE

There were ten Board meetings held in 2025 with all appointed Board members in attendance. The Audit Committee met four times, with all appointed members in attendance at all but one meeting. The HR Committee met four times, with all appointed members in attendance. The Governance Committee met three times with all appointed members in attendance. The Executive Committee did not meet throughout 2025. The below table summarizes eligible attendance for Board and committee meeting attendance of each director.

Directors	Board	Audit Committee	HR Committee	Governance Committee	Executive Committee	Total Meetings Eligible to Attend
Scott Brison	10 of 10	4 of 5	4 of 4	-	-	18 of 19
Joan Chow	10 of 10	5 of 5	-	3 of 3	n/a	18 of 18
Robert Dexter	10 of 10	-	4 of 4	-	-	14 of 14
Andrew Hennigar	10 of 10	-	-	-	-	10 of 10
David Hennigar	10 of 10	-	-	-	-	10 of 10
Shelly Jamieson	10 of 10	-	-	3 of 3	n/a	13 of 13
Paul Jewer	10 of 10	-	-	-	n/a	10 of 10
Pam Kohn(1)	10 of 10	5 of 5	4 of 4	1 of 1	-	20 of 20
M. Jolene Mahody	10 of 10	5 of 5	4 of 4	3 of 3	n/a	22 of 22
R. Andy Miller	10 of 10	-	4 of 4	-	-	14 of 14
Robert Pace	10 of 10	5 of 5	4 of 4	3 of 3	n/a	22 of 22
Frank van Schaayk	10 of 10	-	4 of 4	-	-	14 of 14

(1) In May 2025, the Board made changes to the members of the Governance Committees. Each appointed committee member attended all meetings during their term.

Effective following the Meeting on May 13, 2026, the Governance Committee and the Human Resources Committee will be combined into a single Governance and Human Resources Committee. The Board is of the view that this committee structure enhances the effectiveness and efficiency of the Board's oversight, including by reflecting the interconnected nature of corporate governance, executive compensation, succession planning, and human capital management.

CEASE TRADE ORDERS AND BANKRUPTCIES

For information on cease trade orders and bankruptcies involving directors of the Company or other companies that they serve, please see section 8.3 "Cease Trade Orders, Bankruptcies, Penalties or Sanctions" in the Company's Annual Information Form ("AIF") for the year ending January 3, 2026, which is available under the Company's profile on SEDAR+ at https://www.sedarplus.ca/landingpage/ and which section is incorporated by reference within. A copy of such document will be sent to any Shareholder without charge upon written request to the Company's head office, High Liner Foods Incorporated, P.O. Box 910, 100 Battery Point, Lunenburg, NS B0J 2C0 Attention: Corporate Secretary.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as set out in this Circular, no informed person of the Company, any proposed director of the Company, or no associate or affiliate of the foregoing persons, has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company's last completed financial year, or in any proposed transaction, which in either such case has materially affected or will materially affect the Company.

COMPENSATION OF NON-EXECUTIVE DIRECTORS

The Governance Committee reviews the compensation framework for directors to ensure appropriate alignment with competitive market practices. The most recent market review for non-executive director compensation was completed by Southlea Group Limited Partnership ("Southlea") in 2023. At the time, and consistent with the process used to benchmark executive compensation, board compensation comparisons were made to (i) a sample of Canadian, general industry, publicly-traded organizations, of a similar revenue size, and (ii) a sample of North American, related industry, publicly-traded organizations. Recommended changes were implemented at the time and were reflected in the compensation of directors throughout 2024. The Governance Committee completed its annual review of Board compensation in November 2024 and no changes were made to director compensation following that review. Mr. Jewer, being an executive member of management throughout 2024, did not receive additional compensation as a Board member in 2025.

The table below summarizes the director compensation structure throughout 2024.

Annual Remuneration	2025 ($)
Board Chair Cash Retainer	160,715 CAD
Board Chair Equity Retainer (DSUs)	77,500 CAD
Director Cash Retainer for Directors who reside in Canada	75,000 CAD
Director Cash Retainer for Directors who reside in the U.S.(1)	75,000 USD
Director Equity Retainer (DSUs) for Directors who reside in Canada	75,000 CAD
Director Equity Retainer (DSUs) for Directors who reside in the U.S.(1)	75,000 USD
Committee Chair Cash Retainer	15,000 CAD
Travel and Out-of-Pocket Expenses	All reimbursed

(1) U.S. resident directors received the 1:1 equivalent in USD for their annual cash retainer and equity retainer (DSUs).

In 2025, directors were paid in cash an aggregate of $663,686 in retainers and were reimbursed $59,993 in aggregate for travel and out-of-pocket expenses.

The table below summarizes compensation earned by non-executive directors of the Company for the fiscal year ending January 3, 2026.

Name	Total Fees Earned in Cash(1) ($)	Share-Based Awards(1)(2) ($)	Total ($)
Scott Brison	53,663	53,663	107,326
Joan Chow	90,000	75,000	165,000
Robert Dexter(3)	—	107,327	107,327
Andrew Hennigar	53,663	53,663	107,326
David Hennigar(3)(4)	40,248	67,079	107,327
Shelly Jamieson	64,396	53,663	118,059
Pamela Kohn	75,000	75,000	150,000
M. Jolene Mahody	64,396	53,663	118,059
R. Andy Miller	53,663	53,663	107,326
Robert Pace	114,994	55,452	170,446
Frank van Schaayk	53,663	53,663	107,326

(1) All compensation paid in CAD is reported in USD using the average daily foreign exchange rate for the fiscal year ending January 3, 2026 of 1.3976. The total fees reflect the cash retainer (including Chair retainers).
(2) In 2025, the equity retainer for directors was CAD$75,000 (or the equivalent in USD for U.S. resident directors) and all directors received the award in DSUs. The equity retainer for the Chair of the Company was CAD$77,500. The number of units issued for Canadian resident directors was 4,032 units and 4,167 units for the Chair of the Company, calculated using the volume weighted average Share price ("VWAP") for the last five trading days from the date of issue (including the issue date). For U.S. resident directors, the number of units issued was 5,492 units, calculated using the VWAP and average exchange rate for the same period. The rate of exchange used to convert CAD to USD in the table above is the average daily foreign exchange rate for the fiscal year ending January 3, 2026 of 1.3976.

(3) For the 2025 fiscal year, Mr. Dexter elected to receive 100% of his compensation as DSUs and Mr. David Hennigar elected to receive 25% of his cash retainer as DSUs. As a result, 4,572 DSUs were issued to Mr. Dexter, and 1,143 DSUs were issued to Mr. David Hennigar for their director retainer fees earned in 2025. This number does not include reinvested dividends.
(4) Director's fees paid in cash to Mr. David Hennigar were invoiced to High Liner Foods from, and paid to, Forest Lane Holdings Limited.

Directors' Options and Deferred Share Unit Plan

A DSU Plan was implemented in 2012 as an alternative form of compensation, replacing the issuance of Options to directors, with DSUs payable in cash on the redemption date that will not be earlier than the date the director ceases to hold all positions with the Company (the "cessation date") and not later than December 15 of the year following the cessation date. Each director will have the right to elect once a calendar year for the immediately succeeding year to receive their annual retainer fees in the form of DSUs and the director equity retainer is issued as DSUs. In 2025, three directors elected to take all, or part, of their annual cash retainer as DSUs. Outstanding DSUs at March 24, 2026 equaled 678,143, including reinvested dividends, with a value of CAD$10,138,238 using the closing Share price on the TSX on March 24, 2026, being CAD$14.95.

In 2025, and in accordance with the DSU plan and the Company's director compensation practices, each director was issued CAD$75,000 (for Canadian resident directors) and USD$75,000 (for U.S. resident directors) of their equity retainer as DSUs using the fair-market value, being the volume weighted average Share price of the last five trading days including the issue date, to calculate the total number of DSUs issued, being 4,032 DSUs for Canadian resident directors and 5,492 DSUs for U.S. resident directors. Using the same calculation as previously noted, the Chair was issued CAD$77,500 of his equity retainer as DSUs or 4,167 units.

Outstanding Option-based & Share-based Awards

As at January 3, 2026, there were no Options outstanding for non-executive directors.

	Option-Based Awards				Share-Based Awards
Name	Number of Securities Underlying Unexercised Options (θ)	Option Exercise Price (CAD) ($)	Option Expiration Date	Value of Unexercised In-the-Money Options(1) ($)	Number of Shares or Units of Shares that Have Not Vested (θ)	Market or Payout Value of Share-Based Awards that Have Not Yet Vested(1) ($)	Market or Payout of Vested Share-Based Awards Not Paid Out or Distributed(1) ($)
Scott Brison	—	—	—	—	—	—	234,001
Joan Chow	—	—	—	—	—	—	763,007
Robert Dexter	—	—	—	—	—	—	1,572,782
Andrew Hennigar	—	—	—	—	—	—	386,281
David Hennigar	—	—	—	—	—	—	667,157
Shelly Jamieson	—	—	—	—	—	—	571,424
Pamela Kohn	—	—	—	—	—	—	150,712
M. Jolene Mahody	—	—	—	—	—	—	571,424
R. Andy Miller	—	—	—	—	—	—	859,476
Robert Pace	—	—	—	—	—	—	883,404
Frank van Schaayk	—	—	—	—	—	—	571,424

Value Vested for Non-Executive Directors

Name	Option-Based Awards - Value Vested During the Year ($)	Share-Based Awards - Value Vested During the Year(1) ($)
Scott Brison	—	53,663
Joan Chow	—	75,000
Robert Dexter	—	107,327
Andrew Hennigar	—	53,663
David Hennigar	—	67,079
Shelly Jamieson	—	53,663
Pamela Kohn	—	75,000
M. Jolene Mahody	—	53,663
R. Andy Miller	—	53,663
Robert Pace	—	55,452
Frank van Schaayk	—	53,663

(1) Share-based awards (DSUs) for non-executive directors vest immediately upon issuance and are exercisable at the time of retirement or death in accordance with the terms of the DSU plan and can only be paid in cash. Values vested were calculated using the five-day volume weighted average Share price as of the date of vesting multiplied by the number of DSUs issued at vesting and converted from CAD to USD using the daily average foreign exchange rate for the fiscal year ending January 3, 2026 being 1.3976. This does not include reinvested dividends.

Shareholdings of Board Members

Share ownership requirements for non-executive directors are four times the annual cash retainer with each director expected to achieve the requirements within five years from November 17, 2021, or the director's appointment, whichever is later. DSUs are counted towards this requirement with interest in the Company being valued at the higher of i) the acquisition cost of Shares/DSU grant value or ii) the market value of acquired Shares/DSU grants calculated using the volume weighted average Share price for the five trading days prior to the Board assessing each individual director's achievement/progress against the requirement. For purposes of this Circular, ownership values are calculated using the volume weighted average Share price for the five trading days prior to March 24, 2026. As at the Circular date, all non executive directors are in compliance with the Share ownership requirements. Mr. Jewer, being an executive member of management throughout 2024, is subject to Share ownership requirements as an executive described in the Share Ownership Requirements section of this Circular.

Shares held, controlled or directed by non-executive directors nominated for election at the Meeting as at March 24, 2026 equaled 1,166,426 as noted in the table below. This number does not include the shareholdings of Thornridge Holdings Limited of which Mr. David Hennigar is Chairman and director and Mr. Andrew Hennigar is a director. The total value of Shares held by non-executive directors as at March 24, 2026 was CAD$17.9 million using the closing Share price on the TSX on March 24, 2026, being CAD$14.95.

Name	Shares Held	DSUs or RSUs Held	Total Shares and DSUs Beneficially Owned, Controlled or Directed
Scott Brison	3,500	21,945	25,445
Joan Chow	5,000	71,556	76,556
Robert Dexter	559,116	147,498	706,614
Andrew Hennigar	204,080	36,226	240,306
David Hennigar	164,458	62,567	227,025
Shelly Jamieson	11,769	53,589	65,358
Paul Jewer	62,991	65,911	128,902
Pamela Kohn	—	14,134	14,134
M. Jolene Mahody	10,000	53,589	63,589
R. Andy Miller	6,296	80,603	86,899
Robert Pace	113,666	82,847	196,513
Frank van Schaayk	25,550	53,589	79,139
Totals	1,166,426	744,054	1,910,480

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

Named Executive Officers

The Compensation Discussion and Analysis describes the executive compensation programs at High Liner Foods and the process for making compensation decisions for the President & CEO, Chief Financial Officer ("CFO") and the three most highly compensated executive officers (together, the Named Executive Officers or "NEOs"). The Company's NEOs for 2025 were:

Executive	Title
Paul Jewer	President & CEO
Kimberly Stephens(1)	Executive Vice President & CFO
Anthony Rasetta	Chief Commercial Officer
Tom Jansen	Chief Supply Chain Officer
James Bishop	Executive Vice President, General Counsel & Corporate Secretary
Darryl Bergman(2)	Former Executive Vice President & CFO

(1) Ms. Stephens was appointed Executive Vice President & CFO effective September 3, 2025.
(2) Mr. Bergman served as Executive Vice President & CFO until September 3, 2025 before leaving the Company, effective October 3, 2025.

Compensation Philosophy

The HR Committee of the Board of Directors knows it is vital to the Company's success to retain, attract and motivate talented employees, and that competitive compensation must be a key element of its human resources strategy. The executive compensation philosophy at High Liner Foods is guided by objectives that compensation should: i) align with Shareholder interests, ii) be competitive, iii) reflect Company performance outcomes, iv) be supported by strong governance oversight and appropriate risk management, and iv) be easy to communicate and understand.

Compensation Framework

Executive compensation at High Liner Foods is comprised of four main elements: (i) base salary; (ii) Short-Term Incentive ("STI" or annual bonus); (iii) Long-Term Incentive ("LTI") including the Amended and Restated Share Option Plan (the "Option Plan") and an Amended and Restated Performance Share Unit and Restricted Share Unit Plan (the "PSU/RSU Plan") which includes Performance Share Units ("PSUs") and Restricted Share Units ("RSUs"); and (iv) retirement and benefit plans. The first three elements define total direct compensation, which is used by the HR Committee when benchmarking individual NEO compensation.

High Liner Foods provides NEO compensation that balances the market value of the position, scope of the role, incumbent experience, internal pay equity, as well as performance against company and individual objectives.

Alignment with Shareholders

A significant portion of our NEO total target compensation is performance-based and at risk (71% for the CEO and an average of 59% for the other NEOs), with realized compensation payouts dependent on both Company performance and share price appreciation. Long-term equity incentives continue to represent a meaningful share of total compensation, aligning executive interests with long-term shareholder value creation.

High Liner Foods also maintains executive share ownership requirements that require senior executives to build and maintain meaningful equity ownership over time.

Pay-for-Performance - 2025 Results (STI and LTI Payouts)

The HR Committee believes that compensation policies and practices that are appropriately linked to performance will help drive the future growth and success of High Liner Foods. As such, the HR Committee closely monitors the alignment of executive compensation outcomes with Company performance.

2025 performance reflected a year of challenging external conditions, including macroeconomic pressures and market volatility. Tariffs and related uncertainty, softer consumer sentiment, and reduced foodservice traffic created pressure on margins and volumes and contributed to lower Adjusted EBITDA versus the prior year. Management responded with targeted actions including pricing adjustments, continuous improvement initiatives, and disciplined cost management to help offset these short-term headwinds.

Despite these dynamics, the Company continued to execute on key strategic priorities, including investments in aquaculture, innovation, sustainability, supply chain automation and efficiency initiatives and the integration of acquired brands, Mrs. Paul's and Van de Kamps, from Conagra Brands, Inc. The Company also continued to advance long-term priorities while maintaining a focus on sustainable growth, returning capital to shareholders, and supporting long-term value creation.

In determining 2025 STI and LTI payouts, the HR Committee assessed performance against financial, strategic and operational objectives that were approved by the Board at the beginning of the year. The HR Committee approved the 2025 incentive payouts as described below which are also further detailed in the relevant Compensation Discussion and Analysis sections. The HR Committee believes that the outcomes are appropriate and consistent with our compensation philosophy.

STI Outcomes: As part of the STI design, financial performance, which is measured by Adjusted EBITDA (defined in the Short-Term Incentive Section), fell short of the target objective for the year. In addition to Adjusted EBITDA, the STI design was comprised of strategic, safety and sustainability objectives which are shared goals for the executive team, including the NEOs. As a result of performance against established targets, the NEOs received an STI award equal to $61.2\%$ of target payout. The table below outlines the metrics, weightings, performance achievement and resulting payout factors for the 2025 STI award.

Metric	Metric Weight	STI Payout Factor	Weighted STI Payout Factor
Adjusted EBITDA	50%	70.5%	35.2%
Strategic Objectives	40%	65.0%	26.0%
Safety & Sustainability	10%	—%	—%
Total	100%		61.2%

LTI Outcomes: The Company successfully navigated market pressures of 2025 with the long-term health of the business and the category front of mind. With respect to LTI compensation, the three-year performance period for the PSUs granted in 2023 ended on December 31, 2025 and vested at $73.0\%$ of the original grant amount. The 2023 PSU metrics achieved mixed results with the Company nearly meeting the Free Cash Flow (before capital expenditures and dividends) target, and not meeting the threshold performance for Sales Volume Growth measure, set at the start of the performance cycle.

The HR Committee believes that the pay-for-performance plan design will continue to drive focus on profitability, strategic objectives, safety, and sustainability metrics, while increasing the ability to produce strong and sustainable results. Further details on Company performance and the link to executive compensation are described in the sections headed Compensation Discussion and Analysis - Short-Term Incentive Plan and Long-Term Incentive Plan and are reflected in the Summary Compensation Table.

Compensation Governance and Risk Management Oversight

The Company has a formalized compensation philosophy that helps guide executive compensation decisions. As part of this philosophy, the HR Committee is actively involved in risk management oversight to ensure an appropriate level of risk-taking by the NEOs. This includes the following risk oversight activities:

Overseeing executive compensation risk management, including to identify and mitigate financial risks to the Company;
Implementing policies and practices to discourage excessive risk taking; and
Implementing clawback and anti-hedging provisions.

In December 2024, based on a comprehensive risk management review conducted by Southlea Group, the HR Committee concluded that there were no identified risks arising from its compensation programs in place for 2025 which are reasonably likely to have a material adverse effect on the Company. Further details on the risk management practices are described under the Compensation Discussion and Analysis - Compensation Governance & Risk Management section.

The HR Committee believes that the compensation framework and resulting pay outcomes are appropriate and aligned with the Company's approach to executive compensation and value creation for our shareholders. This was supported by shareholders who expressed substantial support at the 2025 annual meeting, with 98.21% of the votes cast on the proposal voting for approval of NEO compensation ("say-on-pay" advisory vote).

The following sections of the circular provide a more detailed discussion of High Liner Foods' executive compensation programs and how executive compensation outcomes for 2025 appropriately reflect the Company's performance and long-term strategic objectives.

COMPENSATION GOVERNANCE & RISK MANAGEMENT

The HR Committee is responsible for reviewing the executive leadership team's performance and compensation. The following six independent directors served on the HR Committee since the last annual general meeting: Ms. M. Jolene Mahody (Chair), Mr. Brison, Mr. Dexter, Ms. Kohn, Mr. Miller, and Mr. van Schaayk. Biographical information about each HR Committee member nominated for appointment can be found in the Nominees for Election to the Board of Directors section of this Circular. The mandate of the HR Committee is fully described in the Corporate Governance Practices section of this Circular.

The following table highlights the Company's compensation governance and risk management practices:

What we do	Benchmarking Pay. We compare target NEO compensation to relevant industry and general industry market data available from public disclosure and third-party compensation surveys to ensure pay is appropriate and competitive. External benchmarking is completed by the HR Committee's independent advisor.
Pay Positioning. We target compensation to be within a competitive range of market median. Actual NEO compensation may vary depending on Company and individual performance, experience, competencies, scope of role and other factors.	Pay for Performance. We align compensation to Company, individual and Share price performance over both short and long-term horizons. At the beginning of 2025, the HR Committee set 71% of the President & CEO's and 59% (average) of the other NEO's total target direct compensation to be performance-based in the form of STI and LTI compensation.
'At-risk' Pay. A significant proportion of compensation paid to executives is at-risk in the form of variable pay (short- and long-term incentives) to ensure alignment with the interests of Shareholders. The proportion of pay-at-risk is higher for senior executives who have a greater influence on business results.	Share Ownership Requirements. To further align to Shareholder interests, all executives have Share ownership requirements that are aligned to market levels, and only shares, RSUs and DSUs are included in meeting the requirement.
Strong Governance Practices to Assess Performance. We identify specific performance metrics, establish performance targets, define a payout range, and conduct a comprehensive review of Company and NEO performance to calculate short-term incentive and PSU payouts.	Payout Caps. We have caps in place to limit payouts on STI and the vesting of PSU awards. Actual settlement value of LTI awards are aligned with the Company's Share price performance.
Independent Advisor. The HR Committee retains an independent advisor for external, third-party advice.	Claw Back Policy. We have a policy that allows the Board to recoup all variable compensation awarded to executives under certain circumstances.
What we don't do	No Hedging. We prohibit directors and employees from hedging the value of equity-based awards or Shares.
---	---
Payout Thresholds. We do not pay performance-based compensation (STI/PSU) if threshold (i.e., minimum) performance is not met on specified goals. We also do not reduce performance target levels to achieve incentive payouts.	Offer Excessive Perquisites. Company perquisites are limited to a Company-owned vehicle or car allowance, executive medical assessments and reimbursement of approved club expenses.
Single-Trigger Change in Control Provisions. Our LTI plans do not provide a payment unless there is both a change control event and the employee is terminated.

Compensation Governance & Oversight

The HR Committee is responsible for reviewing and approving the total compensation for the NEOs taking into account performance against financial and operational goals that are directly linked to the Company's strategic objectives. The HR Committee also considers market data from the Independent Advisor along with individual performance, incumbent experience, competencies/skills required, scope of role and other factors when setting compensation.

Management works closely with the HR Committee to ensure that base salary, short- and long-term incentive compensation for the Company's executive leadership team:

is competitive relative to practices of the external market;
is equitable throughout the organization; and
provides appropriate rewards for the achievement of financial and operational goals.

The following diagram provides an overview of the compensation governance process:

This approach for setting executive compensation allows the Company to recruit and retain talented, results-oriented employees who can meet the Company's expectations for performance and who are aligned with Company values.

Independent Advisor

In 2023, Southlea Group was retained as the HR Committee's independent advisor to consult on executive compensation matters and practices.

Each year, the HR Committee reviews and evaluates the independence of its advisor. In 2025, Southlea Group was considered to be independent, following leading governance processes including:

The independent consultant presents all findings and proposals directly to the HR Committee and provides outside market information, expertise and guidance regarding executive compensation and related governance topics.
A representative from the consulting firm participates in HR Committee meetings, as required, to provide the appropriate level of advice, including during in-camera sessions without management present.

The following fees (CAD) were paid to Southlea Group for executive compensation-related consulting services in 2024 and 2025. There were no fees paid to the independent advisor for any other consulting services.

Executive Compensation-Related Fees	2025	2024
Southlea Group	$45,550	$149,545

Compensation Risk Analysis

The HR Committee is actively involved in the risk management of compensation policies and practices of the Company. The Company's compensation programs are designed to encourage an appropriate level of risk taking, align executive interests with those of Shareholder's over the long term, and further strengthen the Company's alignment with good governance and compensation practices.

The Company uses the following practices to discourage or mitigate excessive risk-taking by NEOs and other executives:

Incentive awards are based on a number of company-wide financial measures and, where applicable, on multi-year performance considerations.
The Company has Share ownership requirements for the executive team, including the NEOs.
The Company's Options for the executive leadership team, including the NEOs, generally vest 33% per year, starting at the end of the first year following the grant date; and PSUs and RSUs are awarded annually and generally vest at the end of a three-year period.
The Company grants Options and Share units with overlapping vesting periods, and for Options, a reasonable period to exercise awards. The overlapping vesting periods ensure that executives remain exposed to the risks of their decisions as they pertain to longer-term risk realization periods.
There is an appropriate mix of compensation components including fixed and variable performance-based compensation with short- and long-term performance conditions.
A relative total shareholder return is incorporated into the performance metric for PSUs issued to further align with long-term, Shareholder interests. Also, while absolute performance targets are applied in the short-term incentive plan, relative performance is considered in setting annual performance targets.
Incentive awards are reasonable in relation to salary and are capped to ensure that there is no unlimited upside, except for an increase in Share price (where applicable).
The Committee has discretion in assessing performance achieved in relation to incentive payouts and can mitigate against performance being achieved by excessive risk-taking.

In December 2024, the Committee requested that Southlea Group complete a comprehensive risk review of current compensation policies and practices using their executive compensation risk assessment scorecard. The assessment included a review of the Company's current incentive plans and practices, including the process used to make executive compensation decisions and the existing governance tools that help mitigate risks. Based on the findings of the review, Southlea Group concluded that the Company has a responsible and effective approach to risk management and did not identify any risks arising from its compensation programs in place for 2025 which are reasonably likely to have a material adverse effect on the Company.

Claw Back

The Committee will require employees to reimburse, in all appropriate cases, any bonus, STI award, or LTI award paid to the employee and forfeit any outstanding equity-based awards previously granted to the employee if: (a) the amount of such compensation was calculated based upon the achievement of financial results that were subsequently the subject of a restatement or the correction of a material error; (b) the employee engaged in intentional misconduct that caused, or partially caused, the need for the restatement or caused, or partially caused, the material error; and (c) the amount of the compensation that would have been awarded to the employee had the financial results been properly reported would have been lower than the amount actually awarded.

Prohibition on Hedging

The Company prohibits its directors and all employees from hedging the value of any equity-based awards or Shares they own to ensure that the desired alignment and mitigation of risk created by Share ownership and equity-based awards cannot be diluted by hedging arrangements.

Share Ownership Requirements

Share ownership aligns the interests of the NEOs, with that of Shareholders. The Committee regularly reviews prevailing market practices for Share Ownership Guidelines, and closely monitors their progression towards achieving minimum share ownership levels.

The current Share ownership requirements include the following conditions:

NEOs are required to maintain a minimum level of Share ownership, expressed as a multiple of base salary. This can be achieved through the acquisition of Shares or through RSU awards. PSU awards are not included and management is encouraged to hold actual Shares.
Ownership levels are valued at the higher of i) the Share acquisition cost/RSU grant value or ii) the market value of acquired Shares/RSU grants calculated using the volume weighted average Share price for the five trading days prior to the Committee assessing progress against the requirements.
The Executive Leadership Team (excluding the President & CEO) have six years from November 17, 2021 or appointment to their position, whichever is later, to achieve the minimum Share ownership requirement. The President & CEO has seven years from appointment date (December 20, 2023), to achieve the Share ownership requirement.
Share ownership requirements will increase with increases in base salary.

During 2026, the HR Committee reviewed and considered various options and initiatives in relation to the Company's Share ownership guidelines and determined to introduce an executive Deferred Share Unit Plan to provide flexibility for executives to elect to receive Deferred Share Units ("DSUs") in lieu of RSUs (up to 30% of LTI mix). Receipt of compensation in the form of DSUs will facilitate NEO progress towards minimum ownership levels over time, and DSUs provide longer-term alignment with Share price performance, further strengthening the connection with shareholder interests.

The Share ownership requirements are based on the participant's position as noted in the table below.

Position	Share Ownership Requirement
President & CEO	Five (5) times base salary
Executive Leadership Team	Two (2) times base salary

The HR Committee reviews progress towards the Share ownership requirements for each NEO on an annual basis. NEO employment agreements require compliance with the share ownership guidelines and, pursuant to the terms of the PSU/RSU Plan, the HR Committee may use its discretion to require NEOs to utilize the proceeds from PSU or RSU settlements to acquire Company shares. The HR Committee may use its discretion in assessing compliance if ownership levels fall below the minimum due to fluctuations in Share price.

The following table outlines the Share ownership for the NEOs as of March 24, 2026 in CAD. Due to recent appointments, certain NEOs have several years to achieve minimum Share ownership requirements, with compliance dates ranging from November 2027 to September 2031.

Name	Share Ownership Requirement($)^{(1)}$	Share Value ($)	RSU Value ($)	Ownership Level($)^{(1)}$	% Held	Acquire By Date
Paul Jewer	3,675,000	1,026,515	1,050,508	$ 2,077,023	57 %	December 20, 2030
Kimberly Stephens	800,000	—	317,574	$ 317,574	40 %	September 3, 2031
Anthony Rasetta	920,000	—	403,074	$ 403,074	44 %	November 17, 2027
Tom Jansen	864,171	1,522	413,905	$ 415,427	48 %	September 5, 2029
James Bishop	700,000	15,490	402,270	$ 417,760	60 %	April 15, 2030

(1) Calculated in CAD using NEO base salary as of March 24, 2026. Mr. Jansen's base salary was converted to CAD using the March 24, 2026 five-day average exchange rate being 1.3717.

(2) Ownership levels include actual Shares owned and outstanding RSUs valued at the higher of: 1) acquisition cost / grant value; or 2) the market value calculated using the volume weighted average Share price for the five trading days prior to March 24, 2026, being CAD$15.22.

COMPENSATION PHILOSOPHY AND OBJECTIVES

Executive Compensation Philosophy at High Liner Foods

The High Liner Foods' executive compensation philosophy reflects the Company's culture and the most significant goals for its compensation programs, while effectively managing risks associated with these programs.

The key objectives of the philosophy are:

Objective	Purpose
1. Alignment to Shareholders	Align the interests of the NEOs with Shareholders by implementing programs that tie a significant portion of compensation to business performance and to long-term sustainable shareholder value.
2. Be Competitive	Attract and retain high-performing talent necessary to develop and execute on the long-term strategy.
3. Pay for Performance	Actual compensation delivered will have a direct connection to achieving our strategic plan and delivering on annual objectives.
4. Strong Governance and Risk Management	Create a strong governance process to ensure executive compensation is aligned with the objectives of the philosophy and with market best practice. Design compensation programs with the appropriate balance of risk and reward to limit excessive risk-taking.
5. Easy to Communicate and Understand	Each compensation program has a clear purpose. Compensation programs are designed to be easily understood by participants, simple to administer and transparent.

Compensation Principles - What We Reward

The following principles, based on our philosophy, guide the setting of executive compensation and the development of compensation programs at High Liner Foods:

Total compensation for the NEOs is compared to the market to ensure it is within a competitive range of the market median and that it reflects the Company's pay-for-performance philosophy.
A significant proportion of compensation paid to executives is at-risk in the form of variable pay to ensure alignment with the interests of Shareholders.
Benchmarks incorporated into the elements of compensation are periodically re-examined to maintain the appropriate relationship between pay and performance for each NEO.
Total compensation is modeled and stress-tested under various scenarios to ensure that compensation is always reasonable and performance-based, and that various performance outcomes and their impact on compensation are well understood.

When designed with these principles, the Company believes compensation programs will be sustainable and effectively strengthen the link between pay and performance.

As discussed earlier in the Compensation Risk Analysis section, the pay-at-risk components of executive compensation at High Liner Foods are directly connected to operational and financial performance measures that create value for Shareholders (i.e., Share price growth and dividends) and that are aligned to the Company's long-term strategic plan. Performance against strategic, safety, and sustainability objectives are also rewarded if predetermined goals are achieved.

ELEMENTS OF COMPENSATION

The key components of NEO compensation consist of base salary, short-term incentive and long-term incentives. Together with retirement and benefit plans, they form the most significant elements of pay and are designed to meet the main objectives of High Liner Foods' compensation philosophy.

The information below outlines the key components of total direct compensation at High Liner Foods in 2025 as well as the pay-at-risk profile for the NEOs.

Component	Purpose	Key Features
Base Salary	• Provide a fixed source of annual income	• Generally set within a competitive range of the median of the relevant market data source
• Reviewed annually
Short-Term Incentive	• Incentive award for achieving annual performance objectives	• One-year performance period
• Payouts based on Adjusted EBITDA (50% weight), Strategic objectives (40% weight), and Safety and Sustainability objectives (10% weight)
• Achievement opportunity: 0-195% dependent on the achievement of established performance targets
Long-Term Incentives
Performance Share Units (50% of LTI)	• Incentive award tied to long-term company performance and increasing shareholder value
• Attract, motivate and retain key employees	• Three-year performance period
• Vesting based on company performance: Free Cash Flow before capital expenditures and dividends (50% weight), Sales Volume Growth (30% weight) and relative Total Shareholder Return (20% weight)
• Vesting opportunity: 0-150% dependent on the achievement of established performance targets
Restricted Share Units (30% of LTI)	• Aligns interests of executives with Shareholders
• Attract and retain key employees	• 100% of Share units will vest at the end of three years
• Is counted towards NEO Share ownership requirement
Stock Options (20% of LTI)	• Reward for long-term increases in share price
• Attract, motivate and retain key employees	• Seven-year term
• Vest 33% each year over a three-year period
• Value based on Share price growth at time of exercise

The following graphs show the proportion of the total direct compensation elements at target levels for the President & CEO and the other NEOs. In each case, a significant proportion is in the form of variable (pay-at-risk) compensation, thereby promoting a pay-for-performance culture and alignment with Shareholder interests. The HR Committee reviewed the proportion of pay-at-risk versus the compensation peer groups and general market practice, as well as risk management practices, and determined it was appropriately aligned.

CEO Target Pay Mix $71\%$ Pay-At-Risk*

* Pay mix reflects NEO target compensation at the beginning of the 2025 fiscal year, as approved by the HR Committee.

Other NEO Target Pay Mix (Average) $59\%$ Pay-At-Risk*

* Pay mix reflects NEO target compensation at the beginning of the 2025 fiscal year, as approved by the HR Committee.

COMPENSATION BENCHMARKING

Each year, the HR Committee reviews relevant market data to assess the competitiveness of compensation levels for the President & CEO and Executive Leadership Team. Judgment is used to determine where best to position individual NEO compensation within the range of data, and is influenced by the relative size and scope of the Company, the relative responsibilities of the role, and the development and performance of the incumbent.

In 2024, Southlea Group completed a comprehensive review of the data sources and peer groups for compensation benchmarking. Given the Company's unique characteristics as a Canadian-based, publicly-traded, frozen seafood processor, distributor and marketer, with significant operations in the U.S., and the lack of packaged foods and meats companies headquartered in Canada, it was determined appropriate to collect market data from the following two data sources:

i) North American Proxy Peer Group: Public disclosure from a sample of publicly-traded, industry peers. The table below outlines a list of 14 companies identified based on the following selection considerations:

Mix of U.S. and Canadian, publicly-traded companies.
Same industry in the U.S. (packaged foods and meats), and related industries in Canada (food retail, leisure products, home furnishing & specialty retail, food distributors and personal care products).
Revenues of approximately one-third to three times the Company's revenue size, with High Liner Foods positioned around the median of the group.
Priority given to companies with processing and packaging operations with a global supply chain, retail and commercial sales channels and value-add services.

B&G Foods	J&J Snack Foods Corp	Sleep Country Canada Holdings Inc.
Calavo Growers Inc.	The North West Company Inc.	Spin Master Corp.
Colabor Group Inc.	Pet Value Holdings Ltd.	SunOpta Inc.
The Hain Celestial Group Inc.	Rogers Sugar Inc.	Utz Brands Inc.
Jamieson Wellness Inc.	The Simply Good Foods Company

The peer group may reflect companies used in 2025 compensation benchmarking analysis that have since been delisted.

ii) Canadian Survey Peer Group: Compensation survey data for a sample of general industry companies in Canada. A sample of companies that participate in the Willis Towers Watson's Executive General Industry Compensation Data Bank was identified through the following screening filters. A specific "peer group" was not defined for this data source.

Canadian companies, publicly-traded or privately-held
All industries, representing a "general industry" talent market
Revenues of approximately one-third to three times the Company's revenue size

These two data sources were used for benchmarking executive compensation in 2025.

BASE SALARY COMPENSATION

When assessing base salaries, the HR Committee considers information from the above-mentioned market data sources, together with the Company's compensation philosophy, Company financial results, individual performance, skills and experience, internal equity, scope of role and outside competitive conditions.

The HR Committee will review base salary changes for the NEOs on an annual basis with any adjustments based on results of a market assessment which will be conducted by the Independent Advisor on a periodic basis, at least every two years, or if there are notable changes to an NEO's role or responsibilities during the year.

In early 2025, as part of the annual base salary adjustment review, the HR Committee reviewed NEO base salaries against the peer group benchmarks and determined that base salaries were appropriately aligned with compensation positioning within the established peer groups, and therefore did not provide any increases for the 2025 year.

The HR Committee also approved a base salary of $286,205 for Ms. Stephens upon her appointment to Executive Vice President & CFO position, effective September 3, 2025. The amount was determined following a review of the relevant market data, with actual positioning among the market based on Ms. Stephens' individual performance, experience and other factors.

The table below outlines 2025 base salaries for the NEOs:

Name	2025 Base Salary(1)
Paul Jewer	525,902
Kimberly Stephens	286,205
Anthony Rasetta	329,136
Tom Jansen	315,000
James Bishop	250,429
Darryl Bergman	339,868

(1) Mr. Jansen's salary is paid in USD. All other NEO amounts paid in CAD have been converted to USD using the average daily foreign exchange rate for the fiscal year-end January 3, 2026, being 1.3976.

SHORT-TERM INCENTIVE PLAN

Design of the Program

The Short-Term Incentive ("Bonus") Plan for each NEO has a target level ("Target Bonus %") equal to a percentage of the base salary earnings paid to an individual in the particular year. When determining the Target Bonus % for each NEO, the HR Committee considers the Company's pay structure and philosophy, as well as market competitive positioning.

The 2025 Target Bonus % for the CEO (95%), the CFO (60%), the Chief Commercial Officer (60%), the Chief Supply Chain Officer (60%), and the Executive Vice President, General Counsel & Corporate Secretary (50%) remained unchanged from 2024. The HR Committee believes these targets continue to align NEO compensation levels and pay mix with the competitive market and reinforces the Company's pay-for-performance culture.

For the 2025 plan year, actual Bonus payouts were determined based on performance against three key components:

Financial performance of the Company ("Financial Performance");
Company strategic initiatives ("Strategic Performance"); and
Safety and Sustainability metrics ("Sustainability Performance").

The following table outlines the Financial, Strategic and Sustainability Performance weightings and payout opportunities for each goal set under the three components that make up the 2025 Performance Factor for the NEOs:

	Financial Performance Goals	Strategic Performance Goals	Sustainability Performance Goals
Weighting	50%	40%	10%
Payout Opportunity if Threshold is not Met	0%	0%	0%
Payout Opportunity once Threshold is Met	50% - 200%	50% - 200%	50% - 150%

Together, these three components make up the "Performance Factor", which when applied to the Target Bonus amount results in the actual Bonus payout. The total maximum payout for the plan is $195\%$ of the Target Bonus amount when the weighting for all three components is applied.

Payout Calculation

The Bonus payout formula or calculation for each NEO is as follows:

The Performance Factor $\%$ is comprised of the sum of the weighted actual Financial Performance, Strategic Performance and Sustainability Performance factors as a percentage of target payout opportunity and will range from $0\%$ to $195\%$ .

Setting Company Financial Performance Targets

The HR Committee approves Company performance metrics and targets for Financial Performance. The current Company financial performance metric is adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"). The HR Committee believes that Adjusted EBITDA is an important indicator of the financial health and performance of the Company.

Adjusted EBITDA is a non-IFRS measure and is defined as earnings before interest, taxes, depreciation and amortization adjusted for items that are not considered representative of ongoing operational activities of the business. We use Adjusted EBITDA as a performance measure as it approximates cash generated from operations before capital expenditures and changes in working capital, and it excludes the impact of expenses and recoveries associated with certain non-routine items that are not considered representative of the ongoing operational activities, as discussed above, and share-based compensation expense related to the Company's share price. Given the acquisition of the Mrs. Paul's and Van de Kamp's brands from Conagra Brands, Inc was not contemplated in the setting of the 2025 STI targets, in assessing STI performance for the year, the post-acquisition activity related to these brands were excluded from the Adjusted EBITDA calculation, for both actual and target measures. We believe investors and analysts also use Adjusted EBITDA to evaluate the performance of our business. Adjusted EBITDA is also useful when comparing to other companies, as it eliminates the differences in earnings that are attributable to how a company is financed. The most directly comparable IFRS measure to Adjusted EBITDA is "Net income" on the consolidated statements of income. Adjusted EBITDA does not have any standardized meaning as prescribed by IFRS and therefore may not be comparable to similarly titled measures presented by other publicly traded companies, nor should it be construed as an alternative to other financial measures determined in accordance with IFRS. For a reconciliation of Adjusted EBITDA to net income, refer to the Company's MD&A for the fifty-three weeks ended January 3, 2026 which is available on SEDAR+ at www.sedarplus.com.

The HR Committee approves a target that represents an acceptable level of Adjusted EBITDA considering the Company's strategic goals, business plan and budgeted financial goals for the year as well as the previous year's financial performance. A threshold level of performance is set below which no incentive is paid, along with a

maximum performance level where a cap on compensation is applied (i.e., no additional Bonus payment for performance above this level). Once the Adjusted EBITDA target is set, the threshold and maximum performance levels are determined at $75\%$ of target and $125\%$ of target, respectively.

The following graph shows the 2025 Financial Performance levels for consolidated High Liner Foods' operations (threshold, target and maximum) for each NEO, and the respective incentive or Bonus payouts at each level of Company performance for this component.

2025 Incentive Payout by Financial Performance Level
Adjusted EBITDA (USD Millions)

Setting Strategic and Sustainability Performance

The second and third components of the STI plan reward Strategic Performance and Sustainability Performance. The plan focuses on key metrics directly aligned to long-term Company success, which are then cascaded throughout the organization in a strategic goal-setting process to ensure a collaborative focus. The Committee reviews and approves all goals, ensuring they align to the Company's overall strategic goals, both from a short- and long-term perspective.

The HR Committee evaluates overall executive leadership team performance, including NEOs, against defined performance targets. Each specific goal is defined with a minimum threshold of achievement, a target goal, and a maximum level for exceeding the target. If the minimum threshold on a specified goal is not met, the NEO will achieve $0\%$ payout on this goal. Similar to the Financial Performance payout curve above, the NEO may achieve the following for each specific goal that makes up the Strategic and Sustainability Performance components:

$50\%$ of the target payout upon meeting the defined minimum threshold, with incremental payouts for partial achievements up to $100\%$ target achievement;
100% for the target achievement; and,
up to $200\%$ for any achievement exceeding the target for the Strategic Performance component; and up to $150\%$ for any achievement exceeding the target for goals related to Sustainability Performance.

The Strategic and Sustainability Performance objectives are weighted based on strategic importance. The aggregate value of achievement on all goals determines the overall percentage of incentive earned for each component.

2025 Short-Term Incentive Program Results

Financial Performance (50% Weighting)

Early in 2026, the Committee reviewed actual 2025 Financial Performance as outlined in the table below. Adjusted EBITDA as a percentage of target was determined at 85.2%, and as a result, a 70.5% performance factor was calculated for this component.

	2025 Actual ($ Millions)	2025 Target ($ Millions)	Actual as a % of Target	Financial Performance Factor
Adjusted EBITDA^{1}	94.5	110.8	85.2 %	70.5 %

(1) For the calculation of Adjusted EBITDA pertaining to short-term incentives, the short-term incentive amount has been excluded from both the target and the actual results.

Strategic Performance (40% Weighting)

The HR Committee approves Company strategic objectives metrics and targets. Based on the long-term focus of the Company, the HR Committee approved three Strategic Objective goals which comprised 40% of the STI plan. The three goals and performance achievement that defined the Strategic Performance component of the STI plan for the NEOs and executive team are outlined in the table below.

Goal	Achievement
Continuous Improvement - Manufacturing Cost Savings	Target was exceeded
Innovation - Branded Value Added Pounds	Minimum Threshold was not achieved
Net sales	Minimum Threshold achieved

As a result of the achievement outlined in the table above, an overall performance factor of 65.0% was assessed for this component of the plan.

Sustainability Performance (10% Weighting)

The third component of the STI plan is Sustainability Performance. These goals are reviewed and approved by the HR Committee and are designed to create an appropriate focus for the NEOs and executive leadership team on key operational metrics. The two goals that defined this component and performance achievement are outlined in the table below.

Goal	Achievement
Employee safety incident rate	Minimum Threshold was not achieved
Material waste management	Minimum Threshold was not achieved

As part of the goals set against Sustainability performance, despite the increased focus on employee safety training, and material waste management initiatives, the Company did not meet the targets for these two goals in 2025. As a result, the combined performance achievement was determined to be 0% for this component.

The final STI payout calculation and resulting 2025 Bonus payouts for the NEOs are outlined in the table below. The HR Committee approved all incentive payments to the NEOs.

Name	Eligible Earnings (S)	STI Target (%)	STI Target (S)	Financial Performance Factor (50% Weight)	Strategic Performance Factor (40% Weight)	Sustainability Performance Factor (10% Weight)	Total Performance Factor	STI Payout (S)
Paul Jewer(1)	525,902	95 %	499,606	70.5 %	65.0 %	— %	61.2 %	305,910
Kimberly Stephens(1)(2)	209,251	46 %	125,550	70.5 %	65.0 %	— %	61.2 %	58,855
Anthony Rasetta(1)	329,136	60 %	197,482	70.5 %	65.0 %	— %	61.2 %	120,918
Tom Jansen(1)	315,000	60 %	189,000	70.5 %	65.0 %	— %	61.2 %	115,725
James Bishop(1)	250,429	50 %	125,215	70.5 %	65.0 %	— %	61.2 %	76,669
Darryl Bergman(1)(3)	267,973	60 %	160,783	70.5 %	65.0 %	— %	61.2 %	98,448

(1) All amounts are converted to USD using the average daily foreign exchange rate for the fiscal year-end January 3, 2026, being 1.3976.
(2) Ms. Stephens' incentive amounts and percentage target have been prorated for her time in role as the VP, Finance & Investor Relations (30%) with the Company and her role as CFO (60%).
(3) As a condition of his employment agreement, Mr. Bergman is eligible for a prorated annual incentive, up to his termination date.

LONG-TERM INCENTIVE COMPENSATION

The NEOs receive a combination of PSUs (50%), RSUs (30%) and Options (20%) under the PSU/RSU Plan and Option Plan, which were awarded in March 2025.

In 2025, individual NEO LTI targets were adjusted to better align with market levels and to create a stronger emphasis on the long-term growth strategy of the Company. The HR Committee also approved a LTI Target of $70\%$ for Ms. Stephens upon her appointment to Executive Vice President & CFO position. The amount was determined following a review of the relevant market data, with actual positioning among the market based on Ms. Stephens' individual performance, experience and other factors.

The table below shows the LTI targets as a percentage of base salary for each NEO position as approved by the HR Committee:

Name	2024 LTI Target %	2025 LTI Target %
Paul Jewer	125 %	150 %
Kimberly Stephens	35 %	70 %
Anthony Rasetta	82 %	90 %
Tom Jansen	80 %	90 %
James Bishop	60 %	70 %
Darryl Bergman	85 %	90 %

The HR Committee believes these targets continue to align NEO compensation levels and pay mix with the competitive market and are aimed at further aligning executive compensation with the value realized by Shareholders.

The HR Committee reviews the terms and performance conditions of the PSU awards annually to: i) ensure they are satisfied that the PSU awards drive the appropriate pay-for-performance orientation; ii) align with Company strategic objectives; and iii) reduce inherent dilution, all while maintaining a competitive compensation approach. The HR Committee believes improvement in Company financial measures such as, but not limited to, free cash flow and sales volume growth, are aligned with long-term shareholder value creation and has considered these performance metrics for annual PSU awards. A relative Total Shareholder Return ("TSR") measure was added to the PSU/RSU plan, beginning with grants in 2024, to further reinforce alignment of interests between executives and Shareholders.

The HR Committee also accepts that the Company Share price is a logical benchmark for the evaluation of management performance over the long-term and therefore includes Options as part of its long-term compensation.

The HR Committee reviews and determines Option awards annually. In accordance with the terms of the Option Plan, the HR Committee determines the grant or exercise price by calculating the "Fair Market Value" which is defined in the Option Plan to be the volume-weighted average trading price of the Shares for the last five trading days preceding the particular date calculated by dividing the total value by the total volume of Shares traded for the relevant period ("Fair Market Value").

Aligned with market practice, RSUs are also a part of the LTI compensation awarded to the NEOs. RSUs align interests of executives with Shareholders, provide a retention element to the LTI mix, and assist executives in meeting their Share ownership requirements.

2025 PSU Program:

The performance metrics for the 2025 PSU awards include:

i) free cash flow before capital expenditures and dividends ("Free Cash Flow");
ii) sales volume growth; and
iii) relative TSR.

The HR Committee approved performance targets for these metrics after consideration of the Company's strategic goals, business plan and budgeted financial goals for the year, as well as the previous year's financial performance.

Based on a comprehensive review conducted by Southlea Group in late 2023, the HR Committee approved the addition of a relative TSR performance metric (weighted 20%) for PSU grants beginning in 2024. This change enhances the alignment of executive compensation outcomes and value created for shareholders. It also aligns with prevailing best practices to include a relative measure, with relative TSR being most common among the Company's industry peers.

The table below highlights the metrics and performance levels established for the 2025 PSU Award. These LTI metrics vary from the performance metrics used in the short-term incentive plan ensuring a differentiated mix of goals to effectively assess the overall financial health and performance of the Company.

Performance Measure	Measure Weighting
Free Cash Flow	50%
Sales Volume (lbs)	30%
Relative TSR(1)	20%

(1) The High Liner Foods relative TSR measure will be compared to two equally weighted peer samples, each established at the grant date for the applicable three-year performance period. For the 2025 grant, it comprised of i) a group of 45 North American Packaged Foods and Meats companies, and (ii) 218 constituents of the S&P/TSX Composite Index as of January 1, 2025. Companies that are acquired, delisted, or lack three years of trading history during the performance period will be excluded. The threshold performance level for the relative TSR measure is P25 of the peer benchmark groups (50% of target payout), with the target performance set at P50 (100% of target payout) and the maximum performance level set at P75 (150% of target payout).

Vesting for any of the performance measures will range from 0% if threshold performance is not met to a maximum of 150% if performance exceeds the maximum level approved by the HR Committee.

2023 PSU Performance and Payout

The three-year performance period for the 2023 PSU awards ended on December 31, 2025. The performance target for the Free Cash Flow measure was partially achieved and the minimum threshold performance level for Volume Growth was not achieved, and as a result, these PSUs vested at 73% of PSUs granted in 2023. The table below outlines the performance levels established for the 2023 PSU awards and respective actual performance/payout.

| Performance Level | Free Cash Flow
(before capital expenditures
and dividends)
(75% weight)
USD $000 | Volume Growth
(25% weight)
% growth | % Vesting of Initial Grant |
| --- | --- | --- | --- |
| Threshold | $240,000 | 9.0% | Below threshold no units will vest; at threshold 50% of units will vest |
| Target | $282,000 | 12.0% | 100% of units granted will vest |
| Maximum | $324,000 | 14.9% | 150% of units granted will vest |
| Actual Performance | $279,757 | (5.2)% | |
| Payout (Vesting) | 97.3% | —% | 73.0% |

PERFORMANCE GRAPH

The following graph compares the value of a CAD $100 investment made on January 1, 2021 in the Company's Shares to the same investment made in both the S&P/TSX Composite Index Food Products and the S&P/TSX Composite Index over the last five years (year ending December 31), assuming the reinvestment of dividends during this period. In addition, the graph shows the average total direct compensation awarded to the NEOs each year, calculated as total direct compensation, as reported in the Summary Compensation Table, divided by the number of NEOs in each year. Total direct compensation includes base salary, STI paid and the grant value of LTI awarded.

As outlined in the graph below, average NEO total direct compensation over this period has generally reflected Company performance over the five-year period. For example, the drop in the Company Share price in 2023 coincided with a reduction in average NEO total direct compensation, driven primarily by lower STI payouts reflecting performance below target levels. While the Company Share price recovered in 2024 and STI payouts improved versus prior year, average NEO total direct compensation slightly declined due to a change in NEO composition, including a CFO transition, impacting the number of NEOs reported in 2024. Similarly in 2025, even though the Company share price declined, there were no NEO base salary increases and STI payouts were lower versus 2024; average NEO total direct compensation increased slightly, driven primarily by additional changes in executive roles and appointments, including a CFO transition, during the year, and moderate increases to LTI target percentages, as described in the Long-Term Incentive Compensation section.

Executive compensation has been aligned with the Company share price and Company performance. STI and LTI (PSUs, RSUs, Options) comprise a significant portion of NEO compensation, reinforcing the link between Shareholder returns and executive pay outcomes. Over the five-year period, LTI values which track the Company's share price and total shareholder return has grown over the five-year period with Company performance improving through the execution of the long-term strategic plan.

The table below depicts what a CAD$100 investment on January 1, 2021 would represent in each consecutive year, showing compound annual growth over the five-year time frame including dividends. As shown below Company Shares have generally tracked the S&P/TSX Composite Index and outperformed the S&P/TSX Composite Index Food Products.

	1/1/2021	12/31/2021	12/31/2022	12/31/2023	12/31/2024	12/31/2025	Compound Annual Growth Over Five Years
High Liner Foods Incorporated	$100	$134	$124	$106	$143	$133	6.4 %
S&P/TSX Composite Index Food Products	$100	$90	$87	$82	$75	$117	3.2 %
S&P/TSX Composite Index	$100	$125	$118	$132	$160	$211	16.1 %

SUMMARY COMPENSATION TABLE

The following Summary Compensation Table includes the compensation of the NEOs for each of the Company's three most recently completed financial years. Any compensation which has been paid in CAD is reported in USD in this table.

Name	Year	Salary(1) ($)	Share-Based Awards(1)(2) ($)	Option-Based Awards (1)(3) ($)	Non-Equity Incentive Plan Compensation(4) ($)	Pension Value(1) ($)	All Other Compensation (1) ($)	Total Compensation(1) ($)
Paul Jewer(4) President & CEO	2025	525,902	631,082	157,770	305,910	35,268	—	1,655,932
	2024	536,692	536,692	134,173	497,233	37,468	—	1,742,258
	2023	400,459	252,856	63,214	165,766	17,040	—	899,335
Kimberly Stephens(5) Executive Vice President & CFO	2025	209,251	97,609	9,166	58,855	11,331	—	386,212
	2024	175,860	59,804	—	34,631	7,034	—	277,329
	2023	171,577	58,352	—	53,851	6,863	—	290,643
Anthony Rasetta Chief Commercial Officer	2025	329,136	236,978	59,244	120,918	20,276	—	766,552
	2024	333,333	214,116	53,529	195,048	19,894	—	815,920
	2023	327,794	217,257	54,314	111,808	15,930	—	727,103
Tom Jansen(6) Chief Supply Chain Officer	2025	315,000	233,713	58,428	115,725	12,600	—	735,466
	2024	301,128	244,269	61,068	176,203	12,203	—	794,871
	2023	282,627	—	—	51,525	5,218	107,327	446,697
James Bishop(7) Executive Vice President, General Counsel & Corporate Secretary	2025	250,429	140,240	35,060	76,669	17,161	—	519,559
	2024	176,932	248,026	21,846	124,620	6,684	—	578,108
	2023	—	—	—	—	—	—	—
Darryl Bergman(8) Former Executive Vice President & CFO	2025	267,973	368,808	118,948	98,448	18,212	415,283	1,287,672
	2024	153,411	109,203	27,300	202,952	5,870	—	498,736
	2023	—	—	—	—	—	—	—

(1) As of September 2024, Mr. Jansen's compensation is paid and reported in USD. Compensation for the remaining NEOs is paid in CAD and is being reported above in USD. The rate of exchange used to convert CAD to USD is the average daily foreign exchange rate for the fiscal year ends being: January 3, 2026: 1.3976; December 28, 2024: 1.3695; December 30, 2023: 1.3497.
(2) The amounts in this column reflect the grant date value of Share-based awards issued, as approved by the Committee. The 2025 Share-based awards for Mr. Jewer, Mr. Bergman, Mr. Bishop, Mr. Jansen and Mr. Rasetta were issued on March 7, 2025 at a Share price of CAD$16.28. Ms. Stephens was appointed to the role of CFO on September 3, 2025, at that time she was issued a prorated Share-based award granted at a Share price of $13.89. A portion of the 2025 Share-based award was issued in her previous role with the Company as RSUs at a Share price of $16.28.
(3) The amounts in this column reflect the grant date Fair Market Value of Options granted, as approved by the Committee. The Fair Market Value was calculated using the Black-Scholes method, consistent with the accounting values used in the Company's financial statements, utilizing: the grant price; the volume weighted-average market price at the time of grant; the expected annual volatility; the risk-free rate; the expected annual dividend rate; and time to expiry as the factors in the model. Under the terms of the Option Plan, the Options granted to the Mr. Jewer, Mr. Bergman, Mr. Bishop, Mr. Jansen and Mr. Rasetta on March 7, 2025 were granted at an exercise price of CAD$16.28, representing the Fair Market Value of the Shares at the time of grant. Under the terms of the Option Plan, the Options granted to Ms. Stephens on November 14, 2025 were granted at an exercise price of CAD$13.89, representing the Fair Market Value of the Shares at the time of grant.
(4) Mr. Jewer's compensation beginning in 2024 reflects his appointment to President & CEO, effective December 20, 2023. The compensation noted in 2023 reflects the earnings Mr. Jewer received while serving as CFO and his transition to Interim CEO.
(5) Ms. Stephens was appointed to the role of CFO on September 3, 2025.
(6) Mr. Jansen relocated to the US in September 2024 and his base salary was established in USD. He did not receive any compensation (i.e., mobility or relocation assistance) as part of his relocation.
(7) Mr. Bishop was hired on April 15, 2024 and his compensation for 2024 reflects this prorated time period. The 2024 Share-based award value for Mr. Bishop includes a special one-time sign-on RSU award totaling CAD$220,000 to replace forfeited equity upon joining the Company. As a condition of his employment agreement, Mr. Bishop was eligible for a full-year annual incentive in 2024.
(8) Mr. Bergman was hired on July 15, 2024 and his compensation for 2024 reflects this prorated time period. The 2025 Share-based award value for Mr. Bergman includes a special issuance related to his employment agreement totaling CAD$216,808; a portion of the award was forfeited upon termination in accordance with the provisions of the plan. As a condition of his employment agreement, Mr. Bergman was eligible for a full-year annual incentive in 2024.

Mr. Bergman's 2025 All Other Compensation value reflects termination benefits per his employment agreement including salary continuance and statutory payments ($352,940), vehicle allowance continuance ($12,945), retirement benefit continuance ($32,941) and other transition services ($16,457).

INCENTIVE PLAN AWARDS

Outstanding Share-based Awards and Option-based Awards

The following table summarizes all outstanding awards as at January 3, 2026.

Name	Option-based Awards				Share-based Awards
	Number of Securities Underlying Unexercised Options	Option Exercise Price (CAD) ($)	Option Expiration Date	Value of Unexercised In-the-Money Options^{(a)} ($)	Number of Shares or Units of Shares that Have Not Vested^{(b)} ($)	Market or Payout Value of Share-Based Awards that Have Not Vested^{(b)} ($)	Market or Payout of Vested Share-Based Awards Not Paid Out or Distributed^{(b)} ($)
Paul Jewer	15,660	13.41	March 31, 2028	14,134	120,128	1,280,934	227,646
	21,069	12.70	March 31, 2029	29,904
	17,775	15.14	March 31, 2030	—
	54,204	12.61	March 31, 2031	80,483
	51,399	16.28	March 31, 2032	—
Kimberly Stephens^{(5)}	4,270	13.89	November 30, 2032	2,362	16,281	173,606	54,667
Anthony Rasetta	13,841	13.50	March 31, 2028	11,585	46,601	496,910	195,593
	46,996	13.50	July 26, 2028	39,337
	17,506	12.70	March 31, 2029	24,847
	15,273	15.14	March 31, 2030	—
	21,625	12.61	March 31, 2031	32,109
	19,301	16.28	March 31, 2032	—
Tom Jansen^{(6)}	24,670	12.61	March 31, 2031	36,631	49,882	531,896	—
	19,035	16.28	March 31, 2032	—
James Bishop^{(7)}	8,597	13.28	August 31, 2031	8,573	34,147	364,112	—
	11,422	16.28	March 31, 2032	—
Darryl Bergman^{(8)}	7,734	16.28	April 1, 2026	—	—	—	—

(1) Values for unexercised in-the-money Options, market or payout value of share-based awards that have not yet vested (including applicable dividend equivalent rights) and market or payout value of vested share-based awards not paid out or distributed (including dividend equivalent rights) were converted to USD using the foreign exchange rate as of January 3, 2026, being 1.3739 and were calculated using the January 3, 2026 closing Share price on the TSX being CAD$14.65.
(2) Calculated using the volume weighted average Share price as of January 3, 2026 being $14.65, less the exercise price, multiplied by the number of unexercised in-the-money Options.
(3) For all performance share-based awards (PSUs) that have not yet vested, target performance levels have been assumed.
(4) PSUs and RSUs that vested on December 31, 2025 have been included in the Vested Share-based Award column, with PSUs reflecting the actual performance level of 73%.
(5) Ms. Stephens was appointed to the role of CFO on September 3, 2025. Share-based award were issued in her previous role with the Company.
(6) Mr. Jansen joined the Company on September 5, 2023.
(7) Mr. Bishop joined the Company on April 15, 2024.
(8) Mr. Bergman served as Executive Vice President & CFO until September 3, 2025 before leaving the Company, effective October 3, 2025. Per the terms of his termination agreement, Mr. Bergman is eligible to exercise his vested options as of his termination date up to April 1, 2026.

Value Vested or Earned During the Year

The value of Option, PSU and RSU awards that vested during fiscal 2025 are shown in the table below.

Name	Option-Based Awards - Value Vested During the Year(1) ($)	Share-Based Awards - Value Vested During the Year(2) ($)	Non-equity Incentive Plan Compensation - Value Earned During the Year ($)
Paul Jewer	76,903	227,646	305,910
Kimberly Stephens(3)	—	54,667	58,855
Anthony Rasetta	42,089	195,593	120,918
Tom Jansen(4)	23,165	—	115,725
James Bishop(5)	6,800	78,522	76,669
Darryl Bergman(6)	9,963	168,419	98,448

(1) Calculated using the volume weighted average Share price on the vesting date, less the exercise price, multiplied by the number of vested in-the-money Options and were converted to USD using the foreign exchange rate as of January 3, 2026, being 1.3739. The value shown in this column does not represent the actual value the individual NEO could receive. The actual gain on exercise, if any, will depend on the value of the Share on the date of exercise.
(2) Values represent PSUs and RSUs that vested during 2025 and were converted to USD using the foreign exchange rate as of January 3, 2026, being 1.3739 and were calculated using the January 3, 2026 closing Share price on the TSX being CAD$14.65.
(3) Ms. Stephens was appointed to the role of CFO on September 3, 2025. Share-based award were issued in her previous role with the Company.
(4) Mr. Jansen joined the Company on September 5, 2023.
(5) Mr. Bishop joined the Company on April 15, 2024. At the time of hire Mr. Bishop was issued a one-time RSU award to vest a third each year from his hire date. The vested amount was calculated using the Share price at the time of vest, being CAD$18.60, and was converted to USD using the foreign exchange rate as of January 3, 2026, being 1.3739.
(6) Mr. Bergman served as Executive Vice President & CFO until September 3, 2025 before leaving the Company, effective October 3, 2025. At the time of his departure, awards were paid out subject to the terms of the PSU/RSU Plan. The vested share-based award value reflects the payout calculated using the Share price at the time of payout being CAD$13.89 and were converted to USD using the foreign exchange rate as of January 3, 2026, being 1.3739

EXECUTIVE PERQUISITES

Each of the NEOs are provided with the use of a Company-owned vehicle or a vehicle allowance, an executive medical assessment, and are eligible for reimbursement of approved club expenses. There are no other significant perquisites provided to the NEOs.

RETIREMENT PLAN BENEFITS

Retirement Savings Plans - Canada

In Canada, the Company maintains a defined contribution pension plan under the provisions of the Pension Benefits Act of Nova Scotia. In 2014, the Company introduced enhanced provisions to the defined contribution pension plan for members of the executive leadership team, including the NEOs. NEOs are required to make contributions to the plan of 5% of their base salary. The Company provides a matching 5% contribution for the first ten years of service. After ten years of service, the Company contribution increases to 6%.

At the time the enhanced pension plan was introduced, the Committee approved the introduction of a Supplemental Executive Retirement Plan ("SERP") to be provided to NEOs who are members of the Defined Contribution Plan. This SERP extends benefits beyond the income tax limits for defined contribution pension plans. Employee contributions must be remitted to the pension plan. If employer contributions, when added to the employee contributions, exceed the Canada Revenue Agency (CRA) maximum allowed for the calendar year, the excess employer contributions are remitted to the SERP. The plan has no guaranteed benefit on retirement.

Retirement Savings Plans - U.S.

In the U.S., the Company maintains a defined contribution savings plan under the provisions of the Employment Retirement Income Security Act of 1974 ("401(k) Savings Plan"), which covers substantially all employees of the U.S. subsidiary company. Participants are permitted to contribute, on a pre-tax or post-tax basis, 100% of their base salary to a maximum of $24,500. Employees who will attain age 50 by December 31st of the Plan Year, are permitted to contribute an additional $7,500, and employees aged 60-63 may utilize a special "super" catch-up of $11,250 with a total employee deferral maximum of $34,750. After one year of eligible service, the Company makes a Safe Harbor matching contribution equal to 100% of an employee's salary deferrals that do not exceed 3%.

of their base salary, plus 50% of their salary deferrals between 3% and 5% of their base salary, for a maximum matching contribution of 4%.

Due to limitations on eligible earnings as defined by the Internal Revenue Service (IRS), the U.S. 401(k) Savings Plan cannot provide full benefits as intended by the plan for individuals earning over certain maximums on an annual basis. In recognition of these limits, the Company established a SERP in the U.S. effective September 18, 2014. The SERP is a non-qualified plan that provides supplemental benefits to allow for a combined employer matching contribution of 5% between the 401(k) Plan and the SERP. In 2025 no U.S.-based NEOs meet the threshold maximums for participation in the SERP.

The table below shows the retirement values for the NEOs. All values have been reported in USD using the annual average daily foreign exchange rate as of January 3, 2026, being 1.3976.

Name	Accumulated Value at Start of Year ($)	Compensatory ($)	Accumulated Value at Year-End ($)
Paul Jewer^{(1)}	648,465	37,291	785,174
Kimberly Stephens^{(2)}	51,712	9,229	71,166
Anthony Rasetta^{(3)}	233,160	16,296	288,645
Tom Jansen^{(4)}	29,884	12,600	57,802
James Bishop^{(5)}	14,533	12,521	46,554

(1) Mr. Jewer's compensatory retirement value includes employer contributions to the High Liner Foods Executive Defined Contribution Pension Plan ($2,023) and SERP contributions ($35,268).
(2) Ms. Stephens' compensatory retirement value includes employer contributions to the High Liner Foods Executive Defined Contribution Pension Plan ($9,229). In 2025, Ms. Stephens' earnings did not exceed the Pension limits and was therefore not eligible for SERP contributions.
(3) Mr. Rasetta's compensatory retirement value includes employer contributions to the High Liner Foods Executive Defined Contribution Pension Plan ($6,286) and SERP contributions ($10,010).
(4) Mr. Jansen's compensatory retirement value includes employer contributions to the High Liner Foods 401(k) Plan ($12,600).
(5) Mr. Bishop's compensatory retirement value includes employer contributions to the High Liner Foods Executive Defined Contribution Pension Plan ($11,670) and SERP contributions ($851).

TERMINATION AND CHANGE OF CONTROL BENEFITS

The table below summarizes how each compensation element is treated if an NEO's employment is terminated under various scenarios.

Termination Event	Base Salary	Short-Term Incentive	Share Units (PSU/RSU)	Stock Options	Retirement Benefits
Resignation or Termination For Cause	Ends on resignation or termination date	Eligibility in the STI Plan is forfeited	All outstanding PSUs and RSUs are forfeited	All unvested and vested Options not exercised are forfeited	No additional accrual; payment of vested benefits
Retirement^{(1)}	Ends on retirement date	Eligible for a pro-rated payment to retirement date (for the current fiscal year), based on actual performance	Prorated number of units, from grant to retirement date, will continue to vest. For PSUs, payout based on actual performance. All other unvested units are forfeited.	All unvested Options will vest immediately. All vested Options will terminate on the earlier of two years after the termination date and the Option expiry date.	No additional accrual; payment of vested benefits
Death	Ends on date of an employee's death	Eligible for a pro-rated payment to date of death (for the current fiscal year), based on actual performance	Prorated number of unvested units, from grant to death shall vest. Target Performance will be assumed for PSUs	Unvested Options will vest immediately. Optionee's estate has until the earlier of 12 months after the termination date of the Option expiry date to exercise any vested Options.	No additional accrual; payment of vested benefits
Termination without Cause	As specified in each NEO employment agreement and further detailed in the table below	As specified in each NEO employment agreement and further detailed in the table below	Prorated number of unvested units, from grant to termination date, shall vest based on applicable performance to date of termination.	Unvested Options are forfeited. Any vested Options will terminate on the earlier of 90 days after termination date or the Option expiry date.	As specified in each NEO employment agreement and further detailed in the table below
Change of Control (Double-Trigger)^{(2)}	As specified in each NEO employment agreement and further detailed in the table below	As specified in each NEO employment agreement and further detailed in the table below	Vested in full, based on applicable performance to date of Change in Control for PSUs	Unvested Options are forfeited. Any vested Options will terminate on the earlier of 90 days after the termination date or the Option expiry date.	As specified in each NEO employment agreement and further detailed in the table below

(1) An Employee must retire pursuant to a retirement plan to be considered retirement eligible. For purposes of LTI (PSU/RSU/Options), a NEO must be at least 60 years old with five (5) years of service in order to be eligible for retirement treatment.
(2) The Company does not have any stand-alone change of control agreements with the NEOs. Any Change in Control benefit listed in the above table is captured in existing compensation plans.

The table below shows the incremental amounts that would have been paid to each NEO if their employment had been terminated on December 31, 2025. The amounts are reported in USD, converted from CAD using the average daily foreign exchange rate for the fiscal year ending January 3, 2026 (1.3976) and based on a closing TSX Share price on January 3, 2026 of CAD$14.65.

Name	Termination Event	Base Salary ($)	Short-Term Incentive ($)	Share Units ($)	Stock Options ($)	Retirement Benefits ($)	Total ($)
Paul Jewer^{(1)}	Resignation or Termination with Cause	—	—	—	—	—	—
	Retirement^{(5)}	—	—	—	—	—	—
	Death	—	305,910	605,211	52,745	—	963,866
	Termination without Cause	1,051,803	305,910	605,211		63,108	2,026,032
	Change in Control (Double-Trigger)	1,051,803	305,910	1,259,212	—	63,108	2,680,033
Kimberly Stephens^{(2)}	Resignation or Termination with Cause	—	—	—	—	—	—
	Retirement^{(5)}	—	—	—	—	—	—
	Death	—	58,855	76,236	2,322	—	137,413
	Termination without Cause	333,906	58,855	76,236	—	16,695	485,692
	Change in Control (Double-Trigger)	333,906	58,855	170,651	—	16,695	580,107
Anthony Rasetta^{(3)}	Resignation or Termination with Cause	—	—	—	—	—	—
	Retirement^{(5)}	—	—	—	—	—	—
	Death	—	120,918	237,420	21,043	—	379,381
	Termination without Cause	438,848	384,227	237,420	—	21,942	1,082,437
	Change in Control (Double-Trigger)	438,848	384,227	488,473	—	21,942	1,333,490
Tom Jansen^{(4)}	Resignation or Termination with Cause	—	—	—	—	—	—
	Retirement^{(5)}	—	115,725	—	—	—	115,725
	Death	—	115,725	260,884	24,005	—	400,614
	Termination without Cause	315,000	115,725	260,884	—	12,600	704,209
	Change in Control (Double-Trigger)	315,000	115,725	522,876	—	12,600	966,201
James Bishop^{(2)}	Resignation or Termination with Cause	—	—	—	—	—	—
	Retirement^{(5)}	—	—	—	—	—	—
	Death	—	76,669	173,183	5,617	—	255,469
	Termination without Cause	271,298	76,669	173,183		13,565	534,715
	Change in Control (Double-Trigger)	271,298	76,669	357,927		13,565	719,459

(1) The Company has entered into an employment agreement with Mr. Jewer providing him with certain rights in the event of involuntary termination of employment (without cause). The agreement provides for 24 months of salary continuance, a pro-rata portion of STI (based on actual performance) for the current fiscal year up to the termination date, and continuation of group health benefits, pension, SERP and Automobile benefit for 24 months. If Mr. Jewer obtains alternative employment before the end of the salary continuation period, all payments and benefits will cease, and the Company will make a final lump sum payment equal to one-half of any remaining salary continuance payments.

(2) The Company has entered into an employment agreements with Ms. Stephens and Mr. Bishop providing them with certain rights in the event of involuntary termination of employment (without cause). The agreement provides for 12 months of salary continuance plus one month for each completed year of service up to a maximum of 18 months, a pro-rata portion of STI at target throughout the salary continuance period, and continuation of group health benefits, pension and SERP during the salary continuation period.

(3) The Company has entered into an employment agreement with Mr. Rasetta providing him with certain rights in the event of involuntary termination of employment (without cause). The agreement provides for 12 months of salary continuance plus one month for each completed year of service up to a maximum of 18 months, a pro-rata portion of STI at target throughout the salary continuance period, and continuation of group health benefits, pension and SERP during the salary continuation period.

(4) The Company has entered into an employment agreement with Mr. Jansen providing him with certain rights in the event of involuntary termination of employment (without cause). The agreement provides for 12 months of salary continuance, a pro-rata portion of STI at target throughout the termination date, and continuation of group health benefits (if elected) and SERP during the salary continuation period.

(5) Mr. Jansen meets the retirement provision under the STI plan and therefore eligible for a prorated STI payment. There are no NEOs that are at least 60 years old with five years of service, and therefore not eligible for any benefits under the LTI plans.

EQUITY COMPENSATION PLAN INFORMATION

Plan category	Shares to be Issued Upon Exercise of Outstanding Options or Awards at Fiscal 2025 Year End (a)		Weighted Average Exercise Price of Outstanding Options at Fiscal 2025 Year End (b)	Shares Remaining Available for Future Issuance Under Equity Compensation Plans at Fiscal 2025 Year End (Excluding Securities in Column (a)) (c)		Total Shares Issuable under Equity Compensation Plans at Fiscal 2025 Year End (Column (a) + Column (c))
	Number	Percentage of Outstanding Shares		Number(a)(2)	Percentage of Outstanding Shares	Number	Percentage of Outstanding Shares
Option Plan approved by Shareholders	416,220	1.46 %	CAD$12.40	1,818,333	6.37 %	2,234,553	7.83 %
PSU Plan approved by Shareholders	—	—	n/a	316,595	1.11 %	316,595	1.11 %

(1) Of this number, 150,337 Options were granted subsequent to fiscal 2025 year end.
(2) As described below in the Performance Share Unit section of the Circular, the PSU/RSU Plan provides for the award of PSUs and RSUs. There were 299,250 PSUs and 717,423 RSUs outstanding at January 3, 2026. Subsequent to fiscal 2025 year end, 131,915 PSUs vested and were paid or forfeited in accordance with the terms of the PSU/RSU Plan, and 135,944 RSUs vested and were paid in cash in accordance with the terms of the PSU/RSU Plan. Also granted subsequent to fiscal 2025 year end were 83,235 PSUs and 288,798 RSUs payable in cash.

Levels of reward for the Option Plan and PSU/RSU Plan are based on market data reviewed in the normal course of assessing executive pay. The combination of Options along with PSU and RSU grants are intended to provide a competitive LTI program. The PSU/RSU Plan was developed with the assistance of an independent compensation consultant.

Option Plan

A summary of the Option Plan, as amended and restated effective February 26, 2025, is set out below.

Under the terms of the Option Plan, the HR Committee designates persons who are Directors, executives and senior management as "Eligible Participants" who shall be eligible to participate in the Option Plan. The HR Committee may, in its discretion, determine the Eligible Participant to whom options ("Options") to purchase voting or non-voting common shares ("Optioned Shares") will be granted (each an "Optionee"), and the number and type of Options to be granted to each Optionee.

The Option exercise price per Optioned Share (the "Option Price") is determined by the HR Committee at the time the Option is granted but the Option Price cannot be less than the Fair Market Value of the Optioned Shares as of the date the Option is granted.

The Option Plan provides Optionees with the opportunity to purchase Optioned Shares of the Company or if offered at the time of issuance, to accept upon exercise a cash payment equal to the appreciation in value of the underlying Shares from the date of grant to the date of exercise, less applicable source deductions ("Tandem SARs"), subject to the terms of the grant as outlined in the Option agreement. As of May 17, 2011, the amount of the appreciation is equal to the difference between the Fair Market Value on the date of exercise and the Option Price for the Optioned Shares. The number of Optioned Shares which may be issued under the Option Plan shall be reduced by the number of underlying Optioned Shares of each Tandem SAR exercised. The Option Plan also contains a 'cashless' exercise feature whereby the Optionee may elect to receive the value of the Option gain in the form of issued Optioned Shares instead of exercising the Option for cash. In such a case, the number of Optioned Shares received is equal to the in-the-money value of the Option (being the difference between the exercise price and the Fair Market Value of the Optioned Shares at the date of exercise) divided by the Fair Market Value of the Optioned Shares at the date of exercise. The number of Optioned Shares available for issuance under the Option Plan will be reduced by the number of Optioned Shares actually issued upon a cashless exercise, rather than the total number of Optioned

Shares underlying the Option. The Company requires payment of an amount equal to the withholding and remittance obligation imposed on the Company under tax laws.

The number of Optioned Shares to be offered shall not exceed the aggregate number of 3,800,000 as of May 7, 2013 (updated to include the effects of the May 30, 2014 stock split) representing 12.80% of the issued and outstanding Shares as of January 3, 2026. There are 416,220 Options issued representing approximately 1.46% of the issued and outstanding Shares as of January 3, 2026 with exercise prices ranging from CAD$12.61 to CAD$16.28 per Share. There remains 1,818,333 Shares available for issuance under the Option Plan as at January 3, 2026, representing approximately 6.37% of the issued and outstanding Shares as of January 3, 2026. The Company's annual burn rate under the Option Plan, calculated as described in Section 613(p) of the TSX Company Manual was 0.55% in 2025, 0.42% in 2024, and 0.36% in 2023.

The term during which any Option granted may be exercised is determined by the HR Committee at the time the Option is granted but may not exceed ten years from the date of grant. Options typically have a term of five years and since 2021, have a term of seven years. The Option Plan provides that an expiry date falling within a blackout period will be extended to the date that is the tenth trading day after the blackout period expires. The Option Price is payable in full at the time the Option is exercised. The number of Optioned Shares issuable to insiders, at any time, shall not exceed 10% of the issued and outstanding Shares, and the number of Optioned Shares issued to insiders, within a one-year period, shall not exceed 10% of the issued and outstanding Shares. The HR Committee also determines the vesting schedule, which typically ranges from one to three years.

Options are not transferable or assignable. If an Optionee voluntarily terminates their employment with the Company or resigns as a Director, other than through Retirement, all vested and unvested unexercised Options will expire and be cancelled as of the date that the Optionee delivers written notice of the voluntary termination.

If an Optionee's employment is terminated by the Company for any reason other than For Cause, death, Disability, or Retirement (as such capitalized terms are defined in the Option Plan), including as a result of a Change of Control (as such term is defined in the Option Plan), any unvested Options will immediately terminate on the date of delivery by the Company of the written notice of termination (the "termination date") and any vested Options will terminate on the earlier of (i) the Option expiry date, or (ii) 90 days after the termination date.

If an Optionee is terminated For Cause, all vested and unvested Options will expire immediately on the date on which the Company delivers written notice of such termination.

If an Optionee ceases to be employed by the Company due to Retirement, any unvested Options will vest immediately and become exercisable and all vested Options will terminate two years after the Optionee's date confirmed and agreed in writing to be the last day of employment.

In the event of the death or Disability of an Optionee, any unvested Options will expire immediately and any vested Options thereto granted may be exercised by the executors or administrators of the estate of the Optionee until (i) 12 months from the date of death or Disability or (ii) the Option expiry date.

Participation in the Option Plan is voluntary and does not confer upon a participant any right with respect to employment or continuance of employment, nor interfere in any way with the Company's right to terminate employment. The obligations of the Company to sell and deliver Optioned Shares under Options are subject to the approval of any government or regulatory authority which may be required in connection with the authorization, issuance or sale of such Optioned Shares. In the event the Company amalgamates, consolidates with, or merges into another company, Optionees will thereafter receive, upon the exercise of Options, the securities or property to which a holder of the number of Optioned Shares then deliverable upon the exercise of such Options would have been entitled to upon such amalgamation, consolidation or merger.

In the event of any Change of Control (as defined in the Option Plan) transaction in where there is an acquiring or surviving entity, the HR Committee may provide for substitute or replacement Options of similar value from, or the assumption of outstanding Options by, the acquiring or surviving entity or one or more of its Affiliates, any such substitution, replacement or assumption to be on such terms as the HR Committee in good faith determines. In the

event of the exercise of such discretion, the factors which the HR Committee took into consideration in arriving at a decision to provide for substitute or replacement Options will be disclosed in any continuous disclosure of the Company related to the Option Plan. "Change of Control" is defined in the Option Plan to mean the occurrence of either: (a) both: (i) the acquisition or continuing ownership of convertible securities and/or Shares as a result of which a person, group of persons or persons acting jointly or in concert, or persons associated or Affiliated with any such person, group of persons or any of such persons acting jointly or in concert (collectively, "Acquirors"), other than the Incumbent Controlling Shareholder (as defined in the Option Plan), beneficially own Shares and/or convertible securities such that, assuming only the conversion, exchange or exercise of convertible securities beneficially owned by the Acquirors, the Acquirors would beneficially own Shares that would entitle the holders thereof to cast more than 50% of the votes attaching to all Shares that may be cast to elect directors of the Company; and (ii) the exercise of the voting power of all or any such Shares so as to cause or result in the election of one half or more directors of the Company who were not incumbent Directors; or (b) both: (i) the disposition of Convertible Securities and/or Shares by the Incumbent Controlling Shareholder to the extent that the Incumbent Controlling Shareholder would, after such disposition, beneficially own Shares that would, assuming only the conversion, exchange or exercise of convertible securities beneficially owned by the Incumbent Controlling Shareholder, entitle the holders thereof to cast less than 30% of the votes attaching to all Shares in the capital of the Company that may be cast to elect directors of the Company; and (ii) the exercise of the voting power attaching to Shares so as to cause or result in the election of one third or more directors of the Company who were not incumbent directors.

If Options are awarded or paid out to an Optionee under the following circumstances, such Optionee will reimburse to the Company such amount of the award or payout requested by the Company where: (a) the amount of such award or payout was calculated, directly or indirectly (including inflated Share price), based upon the achievement of financial results that were subsequently the subject of a restatement or the correction of a material error; (b) such Optionee engaged in intentional misconduct that caused or partially caused the need for the restatement or caused or partially caused the material error; and (c) the amount of the award or payout that would have been awarded to such Optionee had the financial results been properly reported would have been lower than the amount actually awarded or paid out.

Pursuant to the terms of the Option Plan, without notice or Shareholder approval, the Board may amend, suspend or terminate the Option Plan provided that the amendment, suspension or termination does not impair any Option previously granted. Without limiting the generality of the foregoing, the Board may make amendments without notice or Shareholder approval which:

i. reduce the number of securities issuable under the Option Plan;
ii. increase or decrease the maximum number of Shares any single Eligible Participant is entitled to receive under the Option Plan;
iii. amend vesting provisions of each option set out in any Option agreement;
iv. amend the terms of the Option Plan or any option agreement relating to the effect of termination, cessation or death of an Eligible Participant on the right to exercise Options;
v. address assignability of grants required for estate planning purposes;
vi. increase the Option period referred to within the Black Out Periods and Death of an Eligible Participant sections of the Option Plan;
vii. increase the exercise price or Option Price of any Option;
viii. amend the process by which an Eligible Participant can exercise his or her Option, including the required form of payment for the Optioned Shares, the form of exercise notice and the place where such payments and notices must be delivered;
ix. add and/or amend any form of financial assistance provision to the Option Plan;
x. add and/or amend a cashless exercise feature, payable in cash or Optioned Shares;
xi. amend the eligibility requirements for participants in the Option Plan;
xii. effect any amendment as may be necessary or desirable to bring the Option Plan into compliance with securities, corporate or tax laws and the rules and policies of any Stock Exchange upon which the Optioned Shares are from time to time listed;

xiii. effect any amendment to add covenants of the Company for the protection of Eligible Participants, provided that the HR Committee shall be of the good faith opinion that such additions will not be prejudicial to the rights or interest of the Eligible Participants;

xiv. effect any amendments not inconsistent with the Option Plan as may be necessary or desirable with respect to matters or questions, which in the good faith opinion of the HR Committee, having in mind the best interests of the Eligible Participants, it may be expedient to make, provided that the HR Committee shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Eligible Participants;

xv. make any such changes or corrections which, in the advice of counsel to the Company, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the HR Committee shall be for the opinion that such changes or corrections will not be prejudicial to the rights and interest of the Eligible Participants; and

xvi. re-allocate the number of Optioned Shares that may be issued from treasury as between the Option Plan and the PSU/RSU Plan.

Performance Share Unit and Restricted Share Unit Plan

A summary of the PSU/RSU Plan, as amended and restated effective February 26, 2025, is set out below.

The PSU/RSU Plan provides for the award of PSUs and RSUs (collectively "Units") to any eligible employee (a "Participant") of the Company or its subsidiaries as determined by the HR Committee. Directors who are not full-time employees of the Company are not eligible to participate in the PSU/RSU Plan. The PSU/RSU Plan is intended to reward NEOs and certain other senior leaders for performance which is expected to drive long-term Shareholder value.

Grants of Units are at the discretion of the HR Committee within the limitations of the PSU/RSU Plan and subject to the rules and policies of applicable regulatory authorities. The amount payable to each Participant under the PSU/RSU Plan at the time of vesting, in respect of a particular grant of Units, shall be determined by multiplying the number of Units (which will be adjusted in connection with the payment of dividends by the Company as if such Units were Shares (as defined below) held under a dividend reinvestment plan) by a performance multiplier (for PSUs) to be determined by the HR Committee and by the Fair Market Value (as defined below) in the PSU/RSU Plan, of a Share at the vesting date. The PSUs will vest upon expiry if agreed upon performance measures are met. The measures for the PSU/RSU Plan will be approved annually by the HR Committee.

The form of payment under the PSU/RSU Plan shall be one or more of the following forms: (i) cash; or (ii) voting or non-voting common shares ("Shares"). Shares may be purchased on the market or issued from treasury of the Company in order to pay out Units in accordance with their terms. Approval was granted for 400,000 Shares in aggregate to be reserved for issuance from treasury of the Company under the PSU/RSU Plan, representing approximately $1.40\%$ of the issued and outstanding Shares as of January 3, 2026. There remains 316,595 Shares available for issuance under the PSU/RSU Plan as at January 3, 2026, representing approximately $1.11\%$ of the issued and outstanding Shares as of January 3, 2026. In addition, issuances of Units may not result in the following limitations being exceeded: (a) the aggregate number of Shares issuable to insiders pursuant to the PSU/RSU Plan, the Option Plan or any other security-based compensation arrangement of the Company exceeding $10\%$ of the aggregate of the issued and outstanding Shares at any time; and (b) the issuance from treasury to insiders, within a 12-month period, of an aggregate number of Shares under the PSU/RSU Plan, the Option Plan and any other security-based compensation arrangement of the Company exceeding $10\%$ of the aggregate of the issued and outstanding Shares. The Company's annual burn rate under the PSU/RSU Plan (including both PSUs and RSUs), calculated as described in Section 613(p) of the TSX Company Manual was $1.45\%$ in 2025, $1.48\%$ in 2024, and $1.11\%$ in 2023. With respect to the PSUs, the number of Units to be settled will vary from $0\%$ to $150\%$ of the award. The Company's practice is to settle PSUs and RSUs in cash following vesting.

The HR Committee will require all Participants to reimburse, in all appropriate cases, any short- or long-term incentive award or amount awarded to the Participant and any non-vested equity-based awards previously granted to

the Participant if: (a) the amount of such compensation was calculated based upon the achievement of financial results that were subsequently the subject of a restatement or the correction of a material error; (b) the participant engaged in intentional misconduct that caused or partially caused the need for the restatement or caused or partially caused the material error; and (c) the amount of the settlement made to the Participant had the financial results been properly reported would have been lower than the amount actually awarded.

If a Participant voluntarily terminates his or her employment with the Company (other than through Retirement) or has his or her employment terminated For Cause (as such term is defined in the PSU/RSU Plan), all unvested Units will be cancelled immediately as at the date of the Participant's delivery to the Company of the written notice of such voluntary termination as of the date of the delivery of the Company's written notice of termination, as applicable.

If a Participant is terminated for any reason (other than For Cause, Disability, death or Retirement), including as a result of Constructive Dismissal (as defined in the PSU/RSU Plan), the date of delivery by the Company of the written notice of termination shall be the "Vesting Date" for the purposes of the PSU/RSU Plan without regard to any period of notice that the Company may be required at law to provide to the Participant or whether the Participant receives or is entitled to receive any compensation in lieu of notice of termination and the number of outstanding Units held by such Participant that shall vest as of the Vesting Date shall be determined through proration based upon dividing: (A) the number of full calendar months elapsed during the fixed term determined by the HR Committee at the time of the date of grant (the "Term") up to the Vesting Date by (B) the total number of months in the Term. The number of Units vested shall be settled within 90 days following the Vesting Date and the calculation of settlement shall be made based on actual performance measure results achieved from the start of the Term to either the Vesting Date or the last day of the Term (the "Term Expiration Date") in the discretion of the Committee and all other Units held by the Participant not vested as of the Vesting Date shall be cancelled as of that date.

Upon the death of a Participant, the date of death of the Participant is the "Vesting Date" for the purposes of the PSU/RSU Plan and the number of outstanding Units held by the Participant that shall vest as of the Vesting Date shall be determined through proration based upon dividing the number of full calendar months elapsed during the Term up to the Vesting Date by the total number of months in the Term. The number of Units vested shall be settled within 90 days following the Vesting Date in full satisfaction of all amounts payable pursuant to Units under the PSU/RSU Plan that the calculation of settlement for Performance Share Units shall be made as if the Target Performance Level (as defined in the PSU/RSU Plan) had been achieved as of the Vesting Date and all other Units held by the Participant not vested as of the Vesting Date will be cancelled as of that date.

Upon the Retirement of a Participant who participates in a Retirement Plan (as defined under the PSU/RSU Plan), the last day of employment of the Participant as agreed to by the Participant in writing shall be the "Vesting Date" for the purposes of the PSU/RSU Plan and the number of outstanding Units held by such Participant that shall vest as of the Vesting Date shall be determined through proration based upon dividing the number of full calendar months elapsed during the Term up to the Vesting Date by the total number of months in the Term. The number of Units vested shall be settled within 90 days following the Term Expiration Date in full satisfaction of all amounts payable pursuant to Units under the Plan and, in the case of PSUs, based on actual performance measure results achieved from the start of the Term to the Term Expiration Date and all Units held by such Participant not vested as at the Vesting Date will be cancelled as of that date.

If the employment of a Participant is terminated as a result of Disability (as defined in the PSU/RSU Plan), the date of Disability shall be the "Vesting Date" for the purposes of the PSU/RSU Plan and the number of outstanding Units held by such Participant that shall vest as of the Vesting Date shall be determined through proration based upon dividing the number of full calendar months elapsed during the Term up to the Vesting Date by the total number of months in the Term. The number of Units vested shall be settled within 90 days following the Term Expiration Date in full satisfaction of all amounts payable pursuant to Units under the Plan and, in the case of PSUs, shall be based on actual performance measure results achieved from the start of the Term to the Term Expiration Date and all other Units held by such Participant which shall not have vested as of the Vesting Date will be cancelled as of that date.

Upon the occurrence of both a Change of Control (defined under the PSU/RSU Plan to have the same meaning as under the Option Plan, as summarized above) and a termination of a Participant's employment or engagement (other than For Cause) as a consequence of such Change of Control or within 18 months after such Change of Control, the date of delivery by the Company of the written notice of termination shall be the Vesting Date for the purposes of the Plan without regard to any period of notice that the Company may be required at law to provide to the Participant or whether the Participant receives or is entitled to receive any compensation in lieu of notice of termination and all unvested Units held by the Participant as of the Vesting Date shall vest on the Vesting Date. The Units which shall have vested will be settled within 90 days following the Vesting Date in full satisfaction of all amounts payable pursuant to Units under the PSU/RSU Plan and, in the case of PSUs, the calculation of settlement will be made based on actual performance measure results achieved from the start of the Term to the Vesting Date. If upon a Change of Control, in the opinion of the HR Committee, performance measures are no longer appropriate or practically measurable, then the HR Committee will determine performance measures, if any, as it deems appropriate and whether there are any ongoing employment or other terms and conditions that would apply to such vesting. In the event of the exercise of such discretion, the factors which the HR Committee took into consideration in arriving at a decision to amend or remove performance measures will be disclosed in any continuous disclosure of the Company related to the PSU/RSU Plan.

Units are not transferable other than on death of the Participant according to the laws of descent and distribution.

If a Participant commences a parental or another leave approved by the Company for a period longer than 90 days, other than a leave for Disability, the number of outstanding Units held by such Participant as at the commencement of such leave will be prorated based on dividing the number of full calendar months elapsed during the Term up to the date of commencement of the leave by the total number of months in the Term. Such pro-rated number of Units will continue to be subject to vesting in accordance with the PSU/RSU Plan during such Participant's leave and no additional grants of Units will while such Participant is on a leave of absence. All other unvested Units will be cancelled on the date of a delivery by the Participant of a determination not to return to active employment.

If a Participant commences a leave for Disability, a number of outstanding Units held by such Participant as at the date of Disability will be prorated based on dividing the number of full calendar months elapsed during the Term up to the date of Disability by the total number of months in the Term. Such pro-rated number of Units will continue to be subject to vesting in accordance with the PSU/RSU Plan during such Participant's leave and no additional grants of Units may be made to a Participant after the date of Disability until the Participant returns to active employment.

Pursuant to the terms of the PSU/RSU Plan, the Board may amend the PSU/RSU Plan without notice or Shareholder approval provided that any amendment does not impair any Units previously granted or alter or impair the rights of any participant in respect of existing Units without the participant's consent. Without limiting the generality of the foregoing, the Board may make amendments without notice or Shareholder approval which:

i. reduce the number of Shares issuable under the PSU/RSU Plan;
ii. increase or decrease the maximum number of Shares of a single participant;
iii. amend the vesting provisions;
iv. change the effect of termination, cessation or death of a participant;
v. change the assignability for estate planning purposes;
vi. increase the term;
vii. amend forms of financial assistance;
viii. change eligibility;
ix. are required for compliance with securities, corporate or tax laws and the rules and policies of the TSX;
x. add covenants for the protection of participants;
xi. make changes in the best interest of the participants;
xii. correct any ambiguity or defect or inconsistent provision or error; and
xiii. re-allocate the number of Shares as between the Option Plan and the PSU/RSU Plan.

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

Throughout 2025 and as at March 24, 2026, there was no indebtedness to the Company and its subsidiaries from any executive officers, directors, employees or former executive officers, directors and employees of the Company or its subsidiaries.

AUDIT COMMITTEE COMPOSITION AND AUDIT FEES

The composition of the Audit Committee of the Company is detailed in the Company's Annual Information Form ("AIF") for the year ending January 3, 2026 in Section 9.2, and details of fees paid to the Company's Auditor, PricewaterhouseCoopers LLP, can be found in Section 9.4. The AIF has been filed on SEDAR+ website at www.sedarplus.com. A copy of such document will be sent to any Shareholder without charge upon written request to the Company's head office, High Liner Foods Incorporated, P.O. Box 910, 100 Battery Point, Lunenburg, NS B0J 2C0 Attention: Corporate Secretary.

PricewaterhouseCoopers LLP became the auditors for the Company on May 13, 2025.

APPOINTMENT OF AUDITORS

The Board recommends that Shareholders vote IN FAVOUR of the resolution appointing PricewaterhouseCoopers LLP, as auditors of the Company for 2026 and permitting directors to fix their remuneration. If Shareholders do not specify how they want their Shares voted, the persons named as Proxy holders will cast the votes represented by Proxy at the Meeting FOR the resolution appointing PricewaterhouseCoopers LLP as auditors of the Company and permit the directors to fix their remuneration.

ADVISORY RESOLUTION ON THE COMPANY'S APPROACH TO EXECUTIVE COMPENSATION

The Board believes that Shareholders should have the opportunity to understand fully the philosophy, objectives and principles that the Board has used to make compensation decisions for executives of the Company. The Board has adopted a practice to hold, at each annual meeting, a non-binding advisory vote on the approach to executive compensation as disclosed in the Circular. This Shareholder advisory vote forms an important part of the ongoing process of commitment between Shareholders and the Board on compensation.

After reviewing the Circular, if there are specific concerns you wish to discuss, contact the Board by writing to the Chair of the Board or the Chair of the HR Committee using the contact information as found on the Company's website at www.highlinerfoods.com. The section headed Compensation Discussion and Analysis in this Circular describes High Liner Foods' compensation philosophy, the objectives of the different elements of the compensation programs and the way the Board evaluates performance and makes decisions. Further, it explains how compensation programs are based on a pay-for-performance culture and are aligned with strong risk management principles and the long-term interests of Shareholders.

The Board recommends that shareholders approve 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 Circular delivered in advance of the 2026 Annual General Meeting of Shareholders."

As this is an advisory vote, the results will not be binding upon the Board. However, in considering its approach to compensation in the future, the Board takes into account the results of the vote, together with feedback received from Shareholders. The persons named in the enclosed proxy form intend to vote FOR the foregoing advisory resolution.

CORPORATE GOVERNANCE PRACTICES

The Board of Directors and management annually review the Company's corporate governance structures and practices. The review is conducted with reference to National Policy 58-201 Corporate Governance Guidelines and National Instrument 58-101 Disclosure of Corporate Governance Practices (the "Guidelines"). High Liner Foods is committed to its governance practices as illustrated below. The Board believes that this continued commitment leads to improved organizational effectiveness and enhances the Board's connectivity to the strategic plan, the identification of risk and communications with stakeholders while maintaining long-term Shareholder value.

The Board's governance program in 2025 was principally the responsibility of the Governance Committee comprised only of independent members of the Board. This report is prepared in accordance with Form 58-101F1 and provides a description of High Liner Foods' approach to each of the guidelines identified in National Policy 58-201 ("NP 58-201").

OUR APPROACH TO SUSTAINABILITY MATTERS

The Board of Directors and management believe that high sustainability standards reflected in the Company's sustainability program ("Sustainability") support the Company's profitability and valuation and aligns with the values of our Shareholders. High Liner Foods believes that continually actioning, monitoring and updating these standards helps to build trust, mitigate risk, realize new opportunities, and meet the changing needs and expectations of customers, Shareholders, our employees and other stakeholders.

Given the importance and pervasiveness of Sustainability to the Company's risk management and business strategies, the oversight function has been assigned across the Board and its committees, where deemed most appropriate. The Governance Committee supports the Board in overseeing the Company's sustainability framework as well as management's integration of sustainability into the overall governance structure, business strategy and risk management practices at High Liner Foods. The Audit Committee oversees environmental and other compliance and reporting matters. The HR Committee reviews the health and safety performance of the Company and ensures that sustainability goals and targets are appropriately linked to compensation plans and that the Company is organized with the right talent to execute against the Company's Sustainability strategy. It also oversees the diversity efforts of the Company. Following the combination of the Governance Committee and the HR Committee, the Audit Committee will assume responsibility for the current mandate of the Governance Committee with respect to Sustainability. The Company's Executive Leadership Team is responsible for implementing the Company's sustainability strategy and initiatives and maintains various committees and working groups in support of the various initiatives and areas of responsibility.

The table below provides an overview of the current Sustainability governance structure at High Liner Foods:

Board of Directors

Provides strategic oversight of our sustainability risks and opportunities. This includes ensuring alignment with our business strategy, tracking progress on material commitments and objectives, and guiding our communications strategy.

Governance Committee	Audit Committee	HR Committee
Reviews and oversees the Company's sustainability framework	Ensures sustainability reporting framework and disclosures are compliant, appropriate, and accurate	Aligns sustainability goals and targets with executive compensation plans to drive accountability
Ensures the Board's skills match with what's needed to guide sustainability risks, opportunities, and strategy	Oversees the processes and controls that keep our sustainability efforts on track	Ensures the right people and processes are in place to deliver on our sustainability strategy effectively
Keeps directors informed and up-to-date with ongoing education on key sustainability topics	Oversight of sustainability disclosures to ensure they are verified and reliable when needed

Executive Leadership Team

Relevant Management Committees

The following table highlights how the Company continued to enhance Sustainability practices in its operations in 2025:

Element	Initiatives
Product Responsibility	Updated High Liner Foods' Supplier Code of Conduct ("SCOC") to require seafood suppliers to be members of Social Ethical Data Exchange ("SEDEX") and to allow third-party auditors hired by High Liner Foods to conduct unannounced social compliance audits as suppliers' facilities. The Company completed the first two unannounced audits at supplier sites identified as "high risk" via the Company's risk mapping process.
Environment	Invested in marine ecosystems health by continuing to support various fishery improvement projects ("FIPs") in Newfoundland, the Barents Sea and South America. Continued our commitment to drive sustainability practices in our supply chain. Updated metrics around material loss and production efficiency to reduce material waste and energy use. Continued to explore opportunities aligned to our goals for greenhouse gas emission and food waste reductions(1).
People and Communities	Updated High Liner Foods' Board and Executive Officer Diversity, Equity & Inclusion Policy (the "Diversity Policy") to reflect the Company's intent to maintain female Board representation of at least 30%. Completed and published High Liner Foods' annual Supply Chain Transparency Report in accordance with Canada's Fighting Against Forced Labour and Child Labour in Supply Chain Act, Bill S-211.
Governance	The Company continued to focus on the top sustainability priorities based on the 2021 materiality assessment and will refresh them periodically as appropriate.

(1) High Liner Foods' 30 by 30 goal is to reduce Scope 1 direct and Scope 2 indirect greenhouse gas emissions $30\%$ by 2030 versus the 2021 baseline. While we are confident in achieving this goal, we do not expect our progress to be linear given the research and analysis needed to identify and implement emission reductions. High Liner Foods has committed to and has made strong progress in our efforts to reduce food loss and waste intensity in our operations by $50\%$ by 2030 versus the 2018 baseline.

Our 2025 Sustainability Report provides additional details on commitment and performance to Sustainability and can be found on High Liner Foods' website at Corporate Sustainability.

Our purpose statement is "Reimagining Seafood to Nourish Life" which reflects High Liner Foods' business, its potential for the future and commitment to its stakeholders. The Company's business strategy is guided by a strong

sense of corporate purpose to reimagine seafood to nourish life. Through its integrated diversified supply chain and responsible procurement practices, High Liner Foods helps nourish families across North America with healthy, affordable and sustainable sources of protein.

Our top sustainability priorities are categorized as follows: i) product responsibility; ii) the environment; iii) people and communities and iv) governance. The Company has existing programs and strategies in each of these areas, and will also reinforce our commitment to these priorities through the various initiatives described below.

Product Responsibility

High Liner Foods has a legacy of leadership in responsible sourcing, transparency and traceability. With a varied and diverse supply chain, collaboration with suppliers is critical to achieving the Company's high standards for responsible sourcing. High Liner Foods supports a range of fishery improvement projects ("FIPs") to expand the adoption of best management practices to select fisheries around the world. The Company also continues to participate in supply chain roundtables, such as the Squid Supply Chain Roundtable established in 2023, which help address and monitor sustainability challenges in the seafood sector.

High Liner Foods is also committed to ensuring the safety, human rights and dignity of workers in the Company's supply chain through implementation of compliance standards and mandatory requirements for suppliers. All High Liner Foods raw material suppliers are required to accept and comply with its "Seafood Supplier Expectations Manual" and "Supplier Code of Conduct". The Company requires raw material suppliers to pass credible social compliance audits at frequencies defined in its Supplier Code of Conduct. High Liner Foods enhanced its social compliance due diligence program in 2025 by requiring all seafood suppliers to maintain membership with SEDEX (Social Ethical Data Exchange), and organization focused on helping companies ensure responsible and ethical practices within their supply chains. Additionally, the first two unannounced SMETA (SEDEX Members Ethical Trade Audit) 4 pillar social compliance audits were conducted by SEDEX-accredited, third-paty auditors on behalf of High Liner Foods at supplier sites identified as high risk via the Company's risk mapping process. No critical non-conformances were identified by the auditors at either of the sites audited. A complete overview of High Liner Foods' human rights due diligence policies and procedures can be found in the Company's annual Supply Chain Transparency Report located on its website at https://www.highlinerfoods.com/sustainability.

Environment

The Company embraces its responsibilities for environmental stewardship, including reducing its own environmental impact. The Company continues to make progress against the work plan developed in 2022 focusing on reducing its greenhouse gas ("GHG") emissions. Efforts to pursue the Company's GHG reduction goal of a 30% reduction in Scope 1 and Scope 2 emissions by 2030 (compared to 2021 baseline) have resulted in a 6% reduction versus baseline. The Company also reduced food waste 17% versus the 2018 baseline as the Company works towards its goal of 50% less food waste intensity by 2030 (compared to 2018).

Recognizing that climate change is likely to have repercussions on High Liner Foods' business in the future, we have started the process of strengthening the governance mechanisms relating specifically to climate change and climate action. Our enterprise risk matrix ("ERM") identifies potential climate-related risks that High Liner Foods' Board of Directors and Executive Leadership Team review annually. We continue to analyze the risks with an emphasis on understanding the unique impact climate change has on seafood. We have also initiated the Board of Directors' review of climate action initiatives through the incorporation of sustainability in the Company's long-term strategic plan.

In addition to oversight and assessment of climate risks, the Company continues to monitor and prepare for Canadian climate-related financial disclosure requirements and the evolving Extended Producer Responsibility ("EPR") regulatory landscape in both Canada and the United States.

People and Communities

At High Liner Foods, our employees are the cornerstone of our success. Every achievement is a testament to their dedication and care. We are committed to fostering a sense of belonging, appreciation, and empowerment among our team members. Our focus is on promoting the health and wellness of our employees by creating a workplace that prioritizes overall well-being with a program centered on four pillars of "Physical Health, Financial Wellness,

Mental Health and Social Wellness". We maintain high levels of engagement, connection, and productivity through flexible work models. Additionally, we promote a culture of safety through accident prevention, personal safety training, and ownership.

The Company's employee value proposition ("EVP"), Endless Opportunities to Catch, reflects a steadfast commitment to a people-first culture. Our "My Voice" Employee Engagement survey, launched in 2022, continues to be an essential tool for aligning the Company's employee policies and programs to the EVP. Supporting employee wellness, learning and development programs and diversity initiatives are some areas of investment the Company has made to create an environment where every voice is heard, and each person is supported in their personal and professional development.

High Liner Foods recognizes the support of local communities in which the Company operates has also been instrumental to the Company's success. The Company expresses its gratitude for that support through philanthropic activities such as our bi-annual Days of Nourishment in which employees can dedicate time to participating in community service events organized by the High Liner Foods' Philanthropy Steering Committee. In 2025, High Liner Foods' employees served more than 1,000 hours in the community.

High Liner Foods' philanthropic efforts are guided by three pillars:

Supporting Food Security: High Liner Foods continues to partner with food banks and local organizations, ensuring food security remains a focus.
Volunteerism: From supporting food banks to community clean-ups, High Liner Foods provides employees with 16 hours of paid time to get involved locally and make a difference where they live.
Corporate Giving: The Company allocates a portion of pre-tax income to causes that align with High Liner Foods' values and help improve the communities where the Company operates.

Governance

As noted above, High Liner Foods is committed to its Sustainability framework and has a governance structure that reinforces the ongoing implementation of those standards throughout the Company.

BOARD DIVERSITY

The Board and Executive officers of High Liner Foods adopted a policy to address diversity matters. Under the Policy, the Board nominates and appoints Board members and executive officers based on merit, and the Company is strongly committed to finding the best people to serve in these roles. At the same time, the Company believes that diversity helps to ensure that Board members and Executive officers provide the necessary range of perspectives, experiences and expertise required to achieve effective stewardship and management of the Company. Diversity also helps to ensure that a variety of perspectives are brought to bear on issues, while enhancing the likelihood that proposed solutions will be thoughtful and comprehensive and contributes to a high-functioning organization.

The Governance Committee is responsible for identifying and recommending to the Board qualified candidates who possess the competencies, skills, business and financial experience, personal qualities and level of commitment required for a director to fulfill Board responsibilities. In doing so, the Governance Committee strives for the inclusion of diverse groups, knowledge and viewpoints which includes representation of women on the Board.

Pursuant to the Diversity Policy of the Company, the Governance Committee intends to maintain female Board representation (excluding executive directors) of at least 30% of Board members and has set a goal to pursue parity in gender representation on the Board (excluding executive directors). Of the ten proposed nominees for election to the Board at the upcoming Meeting, three are women, two directors identify as a member of a designated group as defined in the Employment Equity Act (Canada). The table below demonstrates the commitment of the Board to foster gender diversity over the past five years.

High Liner Foods believes that gender diversity among the executive leadership team serves the best interest of the Company in helping to foster a better understanding of the needs of its employees, customers and consumers. The Company has two female members representing 33% of the executive leadership team.

When recruiting, High Liner Foods focuses on hiring the most-qualified person to meet the needs of the Company and the position. It also focuses on qualities of an individual who will cultivate an environment which embraces diversity.

RISK OVERSIGHT

Enterprise Risk Oversight

Effective risk management enables the Company to pursue its business strategies while adhering to the Company's core values. The Company has adopted an enterprise risk management ("ERM") program that addresses risk tolerance and control and was developed in line with the COSO 2017 Enterprise Risk Management - Integrating with Strategy and Performance framework and applicable corporate governance standards. The objective of the Company's ERM program is to guide the Company in managing risks by protecting the Company's assets, stakeholders and reputation while reinforcing the achievement of business objectives. The table below summarizes the responsibilities of each party with respect to the Company's ERM program:

Party	Accountabilities and Responsibilities
Board of Directors	• Establishes the risk management oversight structure and ensures that management has implemented appropriate systems to manage key risks.
• Monitors the overall risk profile of the Company, understands the most significant risks facing the organization, determines a strategic approach to risk and sets the Company's risk appetite.
• Ensures management has implemented a risk management plan to identify, manage and report on the risks that might prevent the Company from achieving its strategic objectives.
Audit Committee	• Under direction from the Board, provides reasonable assurance that the Company appropriately identifies and manages financial, operational (environmental) and IT risks that may impact the Company.
Governance Committee	• Considers risks related to internal governance policies and practices.
HR Committee	• Considers risks related to succession planning.
• Considers risks related to the attraction and retention of talent and risks related to the design of executive compensation programs and arrangements.
Executive Leadership Team including NEOs	• Serves as the Company's overall Risk Management Committee supporting the Board's activities in this area by assisting with implementation of the ERM program, and by reporting to the Board, and Board Committees, on an ongoing basis with respect to developments in the areas of risk confronting the Company.
• Oversees and facilitates the development and implementation of risk systems and coordinates the risk management and internal control activities.
• Reviews and makes recommendations to the Board regarding the allocation among the Board and its Committees of responsibilities for management of identified company-wide risks(1).
Internal Audit	• Develops a risk-based audit plan, audits the risk processes across the organization, receives and provides assurance on the management of risk, advises management on top and emerging risks, and reports annually (or more often as necessary) to the Board on the efficiency and effectiveness of internal controls.
Individual Employees	• Expected to understand, accept and implement ERM practices, to report inefficient, unnecessary or unworkable controls, to report loss events and near miss incidents, and to co-operate with management on incident investigations.

(1) Identified risks include but are not limited to the following areas: geopolitical risk; food safety; product liability and recall; procurement and availability of

seafood; seafood production from Asia; competition risk; information technology and cybersecurity risk; consumer trends; environmental regulation risk; climate change and sustainability; business continuity risk, legal matters, growth (other than by acquisition); acquisition and integration risk; employment matters; credit risk; customer consolidation and concentration; reputation and public opinion; foreign currency; interest rate risk; interest rate sensitivity, liquidity risk; capital risk, non-seafood commodity prices; availability of non-seafood goods; uncertainty of return on capital; intellectual property, capital project risk, pension plan assets and liabilities, taxes, dividends, Share price, normal course issuer bid, general economic conditions and natural disasters and catastrophic events. A more detailed description of the principal identified risks is included in the Company's annual MD&A filed on SEDAR+ under the section, Risk Factors.

Cybersecurity

In 2025, the Audit Committee met quarterly with the Vice President, IT & Business Transformation and the Senior Director, Information Technology reviewing progress against the Company's Information Security Roadmap noting the strong focus on employee user awareness and the enhancement of cybersecurity controls in response to evolving threat vectors, including those associated with the increased use of artificial intelligence ("AI") technologies. These enhancements included strengthened monitoring, governance, and risk assessment practices designed to address emerging AI-related cybersecurity risks. The Audit Committee noted that the Company did not experience a cybersecurity breach during 2025.

The Audit Committee, through the Company, offers voluntary quarterly awareness training for Directors. During the year, the Board participated in an educational session focused on AI, including discussions of governance frameworks, ethical considerations, regulatory trends and cybersecurity implications of AI-enabled technologies. This session supported the Board's oversight of strategy, risk management, and innovation initiatives.

NI 58-101F1 Guideline	High Liner Foods' Approach
COMPOSITION OF THE BOARD
3.1 The board should have a majority of independent directors.

"Independence" is defined in section 1.4 of National Instrument 52-110 Audit Committees. | A clear majority of the Board is independent, as required by the Board Charter (the "Charter"), included in this Circular. The Governance Committee reviews and confirms the independence of each director annually, with reference to the independence definition found in National Instrument 52-110 ("NI52-110"). With respect to the Audit Committee, the additional requirements of section 1.5 of NI52-110 are applied. To aid its analysis, each director is required to complete an annual questionnaire, which requires disclosure of, among other things, all board appointments, and all relationships, if any, with the Company. Mr. Jewer, President & CEO, is considered not independent. Of the remaining directors, none has a direct or indirect material relationship with High Liner Foods that could, in the view of the Board of directors, be reasonably expected to interfere with the exercise of his or her independent judgment.

Mr. David Hennigar and Mr. Andrew Hennigar are the Chair and/or directors of Thornridge Holdings Limited, a shareholder of High Liner Foods as noted in the Principal Holder of Shares section of this Circular. Mr. David Hennigar brings many years of business experience in various roles of publicly and privately held companies and provides valuable guidance to the Company on all aspects including strategy and governance. Like Mr. David Hennigar, Mr. Andrew Hennigar brings valuable Shareholder perspective and previous board experience. |
| 3.2 The chair of the board should be an independent director. Where this is not appropriate, an independent director should be appointed to act as "lead director". However, either an independent chair or an independent lead director should act as the effective leader of the board and ensure that the board's agenda will enable it to successfully carry out its duties. | The Chair of the Company, Mr. Robert Pace, is independent. |
| MEETING OF INDEPENDENT DIRECTORS | |
| 3.3 The independent directors should hold regularly scheduled Meetings at which non-independent directors and members of management are not in attendance. | At every meeting of the Board a closed session without management and non-independent members of the Board present takes place as a standing item on regular meeting agendas. This requirement is expressed in the Charter: "However, every meeting of the Board shall be followed by an in-camera session at which no executive directors, non-independent members of the Board, or other members of Management are present, to ensure free and open discussion and communication among the non-executive/independent directors." |

BOARD MANDATE

3.4 The board should adopt a written mandate in which it explicitly acknowledges responsibility for the stewardship of the issuer, including responsibility for:

The Board adopted a written Charter several years ago and the Governance Committee reviews it annually. The Charter was recently reviewed in 2025 and the Board explicitly acknowledges responsibility for the stewardship of High Liner Foods. The Charter states: "The Board of Directors is the steward of the Company and must ensure the viability of the Company and see that it is managed in the interest of the shareholders as a whole."

(a) to the extent feasible, satisfying itself as to the integrity of the chief executive officer (the CEO) and other executive officers and that the CEO and other executive officers create a culture of integrity throughout the organization;

The Board, through the HR Committee, reviews the President & CEO's performance annually, and approves annual performance objectives and compensation. The Chair of the Company approves the President & CEO's expenses. There have been no comments or reservations noted by the External Auditors with respect to the annual audit of High Liner Foods' financial statements. The Board reviews annually a Code of Conduct to assist the President & CEO and other executive officers in maintaining High Liner Foods' culture of integrity.

(b) adopting a strategic planning process and approving, on at least an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the business;

The Board oversees and participates in the Company's strategic planning and goal deployment process and conducts a review of the strategic planning in the third quarter of each year. The Board ensures that management is focused on aligning the efforts of all employees on achieving clear strategic goals. The Board discusses and reviews all materials related to the strategic plan with management and approves the annual business plan. The President & CEO reports to the Board at every meeting on progress against strategic goals, and management relies on the Board to question, validate, and ultimately approve the Company's strategic direction.

(c) the identification of the principal risks of the issuer's business, and ensuring the implementation of appropriate systems to manage these risks;

The Board, principally through the Audit Committee, ensures that the risk management structure of the Company offers a comprehensive and diligent approach to risk-taking. Officers responsible for risk assessment and management in all areas of Company operations report to the Board and the Audit Committee regularly on the Company's risk management and internal controls. Assisted by comprehensive checklists and score cards, directors identify and examine all aspects of risk inherent in the Company's business. The Company's AIF includes a thorough discussion of the principal risks facing the Company, and the Audit Committee reviews this prior to disclosure to ensure it is comprehensive. The Audit Committee is required by the Charter to review risk management and report to the Board on a quarterly basis. The Audit Committee meets with both the External Auditors and the Director Internal Audit at every meeting without management present.

(d) succession planning (including appointing, training and monitoring senior management);

The Board selects and evaluates the Company's President & CEO and reviews and approves all proposed appointments to the executive leadership team. A position description exists for the President & CEO (available at www.highlinerfoods.com) and specifies that the President & CEO has primary responsibility for achieving the Company's business strategy. The HR Committee of the Board approves the President & CEO's compensation and evaluates his performance annually against pre-approved objectives (see the section titled Compensation Discussion and Analysis).

The President & CEO reports annually to the HR Committee on the current status of succession planning with a focus on various senior leaders of the Company. All employees are required to have a developmental plan. The executive leadership team of the Company attends every Board meeting to report on various aspects of operations and progress against goals. Other members of the senior management group attend from time to time to address particular subjects. The Board views these presentations as serving a two-fold purpose: directors are kept informed and can oversee performance, and also have the opportunity to assess the depth and skill of the leadership of the Company. Financial resources and time are made available to the leadership of the Company for continuing education.

(e) adopting a communications policy for the issuer;

(f) the issuer's internal control and management information systems; and

(g) developing the issuer's approach to corporate governance, including developing a set of corporate governance principles and guidelines that are specifically applicable to the issuer.

(h) The written mandate of the board should also set out:

i) measures for receiving feedback from stakeholders (e.g. the board may wish to establish a process to permit stakeholders to directly contact the independent directors), and

ii) expectations and responsibilities of directors, including basic duties and responsibilities with respect to attendance at board meetings and advance review of meeting materials.

The Board approves all the Company's material communications, including annual and quarterly reports, securities offering documents, financial or material news releases and documents required under continuous disclosure laws. The Company communicates with the public through a number of channels, including its website. The Company's Corporate Disclosure, Confidentiality and Employee Trading Policy (the "Policy") is reviewed annually by the Audit Committees and has been approved by the Board. The Policy requires the timely, full, true and complete disclosure of material information, governs external communications and establishes rules with respect to insider trading. The Policy includes blackout and quiet periods and is substantially modeled on the Model Disclosure Policy published by the Canadian Investor Relations Institute and also informed by National Policy 51-201. The Company holds a conference call following the release of quarterly financial results. The call is broadcast on the Internet and is advertised by news release. Any person can access the conference call.

The Audit Committee of the Board is responsible for the integrity of internal control and management information systems. The mandate of the Audit Committee is described in the AIF and located on the Company's website at www.highlinerfoods.com. The Company's External Auditors and the Director Internal Audit attend all meetings of the Audit Committee. The Director Internal Audit provides a formal written report to the Audit Committee quarterly, and both the External Auditors and the Director Internal Audit meets on a regular basis with the Audit Committee without management present. The Audit Committee receives regular reports on internal controls on financial reporting at every meeting. The Audit Committee reviews the plan to mitigate any significant business interruption due to technology malfunction or physical loss.

The Governance Committee is responsible for recommending to the Board the Company's approach to corporate governance. The Committee reviews and approves this circular and is responsible for the oversight of the Company's key governance policies, including the Code of Conduct, and the other policies referred throughout this Circular.

Stakeholders can contact the Board through the Corporate Secretary's office. A statement to this effect can be found on the Our Company Structure and Governance section of the High Liner Foods' website, with contact information.

The expectations and responsibilities of the directors are outlined in the Charter summarized in this Circular, and can be found on High Liner Foods' website under the Our Company Structure and Governance section. The Charter includes a majority voting policy in respect of director votes registered as withhold on a proxy.

POSITION DESCRIPTIONS

3.5 The board should develop clear position descriptions for the chair of the board and the chair of each board committee. In addition, the board, together with the CEO, should develop a clear position description for the CEO, which includes delineating management's responsibilities. The board should also develop or approve the corporate goals and objectives that the CEO is responsible for meeting.

The Board has adopted a position description for directors, and it is available on the Company's website under the Our Company Structure and Governance section. The position description includes a description of basic duties and responsibilities and requires regular attendance at board and committee meetings, attendance at the annual meeting of Shareholders, and service on board committees. Directors are also required, among other things to: "Stay informed and keep abreast of the business affairs and developments of the Company."

Position descriptions for the Chair of the Company and for Chairs of Standing Committees are posted on High Liner Foods' website in the Our Company Structure and Governance section. The HR Committee approved a position description for the President & CEO, and is reviewed from time to time. It is also available on the website. The Board of Directors annually reviews and approves the corporate goals and objectives and through the HR Committee, specifically approves the President & CEO's performance targets and incentive plan. More details on executive performance measurement and compensation are included in the Executive Compensation section of this Circular.

ORIENTATION AND CONTINUING EDUCATION

3.6 The board should ensure that all new directors receive a comprehensive orientation. All new directors should fully understand the role of the board and its committees, as well as the contribution individual directors are expected to make (including, in particular, the commitment of time and resources that the issuer expects from its directors). All new directors should also understand the nature and operation of the issuer's business.

3.7 The board should provide continuing education opportunities for all directors, so that individuals may maintain or enhance their skills and abilities as directors, as well as to ensure their knowledge and understanding of the issuer's business remains current.

The Company has developed a comprehensive Directors' Manual (the "Manual") and is available to every director. The Manual is regularly updated. It includes a detailed description of the Company and its operations, the Board and committee charters, the most recent annual disclosure documents, the Company's organizing documents and corporate policies. Upon appointment to the Board, management reviews the Manual's content with the director, and provides education on the Company's internal reporting and transaction approval policies. The directors visit the Company's various facilities from time to time. Executive management also makes regular presentations to the Board on the main areas of the Company's business.

Annually the Board holds education sessions with subject matter experts on relevant industry topics. Directors have the ability to attend trade shows, conferences or external education sessions providing opportunities for directors to stay up to date on trends within the industry. Various senior management group members provide regular updates to the directors on subjects of importance. For example, the Vice President Finance, a chartered professional accountant, provides an update on financial reporting developments as required. The Corporate Secretary provides regular updates on regulatory and legal developments which could affect the Company. The Vice President, Quality Assurance and Food Safety reports quarterly to the Audit Committee with updates relating to quality and food safety developments within the Company. The Director, IT Design & Delivery reports, quarterly to the Audit Committee on the information security and controls of the Company. The Company provides the Board with regular business and industry updates. From time to time, presentations from external consultants or experts are made available, including a dedicated session on Artificial Intelligence ("AI") in 2025 and site visits to aquaculture investments.

CODE OF BUSINESS CONDUCT AND ETHICS

3.8 The board should adopt a written code of business conduct and ethics ('code'). The code should be applicable to directors, officers and employees of the issuer. The code should constitute written standards that are reasonably designed to promote integrity and to deter wrongdoing. In particular, it should address the following issues: conflicts of interest, including transactions and agreements in respect of which a director or executive officer has a material interest; protection and proper use of corporate assets and opportunities; confidentiality of corporate information; fair dealing with the issuer's security holders, customers, suppliers, competitors and employees; compliance with laws, rules and regulations; and reporting of any illegal or unethical behavior.

3.9 The board should be responsible for monitoring compliance with the code. Any waivers from the code that are granted for the benefit of the issuer's directors or executive officers should be granted by the board (or a board committee) only.

The Board has adopted a Code of Conduct (the "Code") applicable to directors, officers and employees of the Company. The Code is available at www.highlinerfoods.com.

The Code addresses conflicts of interest, protection of corporate assets and opportunities, confidentiality, fair dealing with security holders, customers, suppliers, competitors and employees, compliance with laws, rules and regulations, and reporting of any illegal or unethical behaviour. The Corporate Secretary solicits information from directors annually through a comprehensive questionnaire to determine whether there are any transactions or agreements in respect of which a director may have a material interest. Directors are expected to declare any such interest as a matter of course.

Directors have the right to retain independent advice, subject to the approval of the Audit Committee.

The Code includes information to access a Compliance Reporting Line, an externally-managed, toll-free telephone service for the reporting of matters which may constitute a violation of the Code. Anonymity is an option for users of the reporting line.

The Board is responsible for monitoring compliance with the Code of Conduct. On an annual basis, management reports compliance to the Board. Each employee and director must annually acknowledge that they have read and agree to adhere to the Code as a condition of employment or appointment. The Code is communicated to management/salaried employees through an internal website and information portal. No director or employee has asked for a waiver from the Code.

NOMINATION OF DIRECTORS

3.10 The board should appoint a nominating committee composed entirely of independent directors.

3.11 The nominating committee should have a written charter that clearly establishes the committee's purpose, responsibilities, member qualifications, member appointment and removal, structure and operations (including any authority to delegate to individual members and subcommittees), and manner of reporting to the board. In addition, the nominating committee should be given authority to engage and compensate any outside adviser that it determines to be necessary to permit it to carry out its duties. If an issuer is legally required by contract or otherwise to provide third parties with the right to nominate directors, the selection and nomination of those directors need not involve the approval of an independent nominating committee.

3.12 Prior to nominating or appointing individuals as directors, the board should adopt a process involving the following steps:

(a) Consider what competencies and skills the board, as a whole, should possess. In doing so, the board should recognize that the particular competencies and skills required for one issuer may not be the same as those required for another.

The Governance Committee proposes nominees to the Board annually. All members of the Governance Committee are independent.

The Governance Committee Charter sets out the specific accountabilities of the Committee, which cover the matters addressed by this Guideline.

The Governance Committee is permitted to retain outside advisors in order to carry out its duties.

The Director Selection Criteria (the "Criteria") of the Company is applied by the Governance Committee, which require directors to possess core competencies in at least one area of strategic importance to the Company, a commitment to the Company and its Shareholders through willingness to devote the time and resources required to serve, ownership of Shares of the Company valued at not less than four times the annual retainer of the director, and key personal attributes, including integrity, leadership, and demonstrated accomplishments. The Criteria can be found at www.highlinerfoods.com.

(b) Assess what competencies and skills each existing director possesses. It is unlikely that any one director will have all the competencies and skills required by the board. Instead, the board should be considered as a group, with each individual making his or her own contribution. Attention should also be paid to the personality and other qualities of each director, as these may ultimately determine the boardroom dynamic.

The board should also consider the appropriate size of the board, with a view to facilitating effective decision-making.

In carrying out each of these functions, the board should consider the advice and input of the nominating committee.

3.13 The nominating committee should be responsible for identifying individuals qualified to become new board members and recommending to the board the new director nominees for the next annual meeting of Shareholders.

3.14 In making its recommendations, the nominating committee should consider:

the competencies and skills that the board considers to be necessary for the board, as a whole, to possess;
the competencies and skills that the board considers each existing director to possess; and
the competencies and skills each new nominee will bring to the boardroom.

The nominating committee should also consider whether or not each new nominee can devote sufficient time and resources to his or her duties as a board member.

The Chair of the Board and the Chair of the Governance Committee regularly seek individual feedback from directors to assist in assessing the competencies and skills of the Board. In 2025, the Governance Committee also conducted a Board effectiveness survey. The Governance Committee concluded there is an adequate cross-section of backgrounds, experiences and talents to ensure effective oversight.

The Governance Committee reviews the composition and size of the board. Including the President & CEO, the Board is currently composed of 12 members with 10 members being proposed for election. The Committee has ensured that the 10 proposed nominees have the right mix of experience, industry knowledge, and skills diversity to provide the Company with the expertise and strategic vision required.

The Board Charter states: "The Governance Committee shall review and recommend to the Board the candidates for nomination as directors, based on the Criteria adopted by the Governance Committee from time to time. The Board shall approve the final choice of candidates for nomination and election by the shareholders."

Early each year, the Governance Committee considers recommendations for Board appointment for the upcoming year, focusing on the competencies and skills necessary for the Board to operate effectively and the amount of time required by each member of the Board to be effective in their position.

COMPENSATION (at High Liner Foods the HR Committee serves as the compensation committee)

3.15 The board should appoint a compensation committee composed entirely of independent directors.

3.16 The compensation committee should have a written charter that establishes the committee's purpose, responsibilities, member qualifications, member appointment and removal, structure and operations (including any authority to delegate to individual members or subcommittees), and the manner of reporting to the board. In addition, the compensation committee should be given authority to engage and compensate any outside advisor that it determines to be necessary to permit it to carry out its duties.

3.17 The compensation committee should be responsible for:
(a) reviewing and approving corporate goals and objectives relevant to CEO compensation, evaluating the CEO's performance in light of those corporate goals and objectives, and determining (or making recommendations to the board with respect to) the CEO's compensation level based on this evaluation;
(b) making recommendations to the board with respect to non-CEO officer and director compensation, incentive-compensation plans and equity-based plans; and
(c) reviewing executive compensation disclosure before the issuer publicly discloses this information.

The HR Committee serves as the compensation committee. All members of the Committee are independent.

The Charter for the HR Committee provides for all of the matters addressed by this Guideline and is available at www.highlinerfoods.com. It is also summarized later in this Circular.

The HR Committee Charter states, the Committee will:
1. Review and oversee the Company's compensation strategy, policies and practices for the CEO and executive management, including to ensure they a) properly reflect their respective duties and responsibilities, b) are competitive in attracting, retaining, and motivating people of the highest quality and in accordance with the needs of the Company, c) are designed to align the interests of management with Shareholders and the Company as a whole, d) are based on established corporate and individual performance objectives, as applicable, and e) do not encourage the taking of inappropriate or excessive risks.
2. Approve all compensation and benefit arrangements relating to senior executives if outside normal Company policies;
3. Review and make recommendations to the Board for approval regarding compensation for CEO.
4. Review and approve the CEO's recommendations regarding compensation for the Company's executive management.
5. Review and approve bonus or incentive programs in place for the CEO and executive management, including the associated corporate goals and objectives.

The Committee reviews the performance of the President & CEO on an annual basis against previously approved objectives, disclosed, where applicable, in detail in the Executive Compensation section of this Circular.

The HR Committee reviews executive compensation disclosure before High Liner Foods publicly discloses this information.

REGULAR BOARD ASSESSMENTS

3.18 The board, its committees and each individual director should be regularly assessed regarding his, her or its effectiveness and contribution. An assessment should consider in the case of the board or a board committee, its mandate or charter, and in the case of an individual director, the applicable position description(s), as well as the competencies and skills each director is expected to bring to the board.

The Governance Committee evaluates the effectiveness of the Board and individual directors. The Governance Committee also regularly reviews committee mandates to ensure that all areas of Board responsibility are fulfilled. Current standing committees of the Board and their purposes and activities are described below. The Committee uses a Board Effectiveness Survey (the "Survey") to obtain feedback from directors on the effectiveness of the Board. The Survey assesses the adequacy of information given to directors, communication with management, and Board structure and composition. The Survey is conducted regularly and was last completed in 2025. Other measures to ensure Board effectiveness are in place including a meeting dedicated to strategic planning. Annual work plans for each Board committee are based on the mandates to ensure that all required tasks are completed during the annual cycle.

The Governance Committee will approve any changes to the position description for directors, and will continue to use the description and the criteria to ensure the Board is properly constituted to fulfill its responsibilities.

CHARTER OF THE BOARD OF DIRECTORS

The Board Charter is attached as Schedule A to this Circular.

BOARD COMMITTEES AND 2025 ACTIVITIES

Committee	Mandate	2025 Activities
Executive Committee	The Executive Committee serves in an advisory capacity to management, and during intervals between board meetings, the Board may authorize the Executive Committee to conclude previously authorized transactions in appropriate circumstances. At the time of filing the Circular, the Executive Committee consists of five members, being Mr. Pace, Ms. Chow, Mr. Jewer, Ms. Jamieson, and Ms. Mahody.	The committee did not meet in 2025.
Governance Committee	The Governance Committee must be comprised of at least three independent directors. Its principal duties are to:
-Review the director selection criteria and related diversity policies of the Board;
-Determine the independence and qualifications of the members;
-Assess the effectiveness of the Board, as well as committees of the Board and the contribution of individual directors;
-Review and approve mandates of committees of the Board and the Board itself;
-Ensure new directors receive proper orientation;
-Review the adequacy and recommend the form and amount of compensation of the Board;
-Review corporate governance issues on a regular basis to ensure the Company complies with the Guidelines, and with all applicable laws;
-Review and approve this Circular;
-Review and monitor compliance with the Code of Conduct (the "Code"), and the Corporate Disclosure, Confidentiality and Employee Trading Policy; and
-Review the Company's sustainability framework.	The committee:
-Met three times;
-Reviewed the Board size and composition;
-Reviewed the Committee Charters, the Board Charter and the Diversity Policy;
-Reviewed the director selection criteria and related diversity policies;
-Reviewed corporate governance developments;
-Completed the director recruitment process for 2025;
-Reviewed and proposed nominees to the Board;
-Reviewed independence of proposed nominees to the Board;
-Reviewed Director Compensation;
-Reviewed director and executive Share ownership requirements;
-Reviewed the Code and Compliance with the Code;
-Reviewed and approved the Circular;
-Delivered an educational session for directors specific to AI;
-Reviewed the orientation program for new directors;
-Conducted and reviewed the annual Director Assessment;
-Reviewed the sustainability strategy of the Company and supported the incorporation of said strategy into overall governance structure, business strategies and risk management practices of the Company;
-Modernized the Company's articles of incorporation to align to good governance practices; and
-Transacted all other business that came before the Committee as set out in the Governance Committee Charter.

Audit Committee	The Audit Committee must consist of at least three outside directors, all of whom are independent and financially literate. Its principal duties are to: -Review with management and external auditors, and recommend for approval, all published financial information that requires Board approval; -Ensure that appropriate internal financial controls are in place; -Review significant accounting and reporting issues and understand their impact on the financial statements; -Review and approve changes in accounting policies; -Meet with the External Auditors and with the Director Internal Audit to discuss the Company's system of internal control and annual and quarterly financial statements; -Approve the risk-based internal audit plan and quarterly reports on performance relevant to such plan; -Review and recommend to the Board the appointment of auditors, after assessing their independence from management; -Consider and approve requests from individual directors to retain independent advisors; -Review the Company's risk management policies and insurance program; -Consider the effectiveness of the Company's internal control system, including information technology security and control and receive quarterly reports regarding the same; -Review annually and discuss with management the risk factors as disclosed in the MD&A and AIF; -Review quarterly the food safety and food quality results of the Company; -Review the certification of the CEO and CFO; -Review all subsidiary company or special purpose audit reports, including those of pension funds, if any, as well as minutes of all Audit Committee meetings of subsidiaries and any significant issues and auditor recommendations; -Review any litigation, environmental incident, claim or other contingency that could have a material effect upon the financial position or operating results of the Company; and -Pre-approve all non-audit fees for projects undertaken by the auditors.	The committee: -Met five times; -Invited the External Auditors to every quarterly meeting and met with the External Auditors without management present at all meetings; -Invited the Director Internal Audit to every quarterly meeting and met quarterly with the Director Internal Audit without management present; -Reviewed the Audit Committee Charter; -Considered updates to financial reporting developments as required; -Reviewed and approved changes where necessary to the Company's accounting policies and risk management policies; -Reviewed the risk factors of the Company; -Reviewed the insurance program of the Company; -Received quarterly reports from the Vice President, Research, Development & Quality; -Reviewed and approved all non-audit services of the External Auditor; -Reviewed regulatory developments with respect to audit committees, auditor oversight and certification and disclosure; -Reviewed the Company's risk profile and received reports on the Company's risk management policies and strategies, including its business recovery program; -Received and reviewed quarterly updates on the Company's information technology controls and security; -Reviewed the Company's audit services and provided oversight in the selection of, and transition to, new external audit services for the Company; and -Transacted all other business that came before the Committee as set out in the Audit Committee Charter.

Human Resources Committee	The HR Committee must consist of at least three outside directors, a majority of whom are independent. Its principal duties are to: - Manage the selection process for hiring the CEO, when necessary; - Review and approve the corporate goals and objectives applicable to evaluating the performance of the CEO; - Reviews the performance of the CEO against the established goals and objectives for the applicable period; - Determine and recommend to the Board the CEO's compensation level: - Oversees the share-based plans of the Company; - Review and oversee the Company's compensation strategy, policies and practices for the CEO and executive management; - Approve all compensation and benefit arrangements relating to senior executives if outside normal Company policies; - Review and approve bonus or incentive programs in place for the CEO and executive management, including the associated corporate goals and objectives; - Oversee the Company's compliance with any applicable rules, regulations and guidelines regarding executive compensation matters; - Review and recommend to the Board for approval the frequency with which the Company will conduct a Shareholder advisory vote on executive compensation; - Review and approve any material changes to pension plans or changes that affect senior management pensions; - Oversee administration and investment strategy related to pension plans and plan assets; - Review with management and advisors as appropriate, the succession planning for key personnel in the Company and recommend changes in connection therewith; - Review and report to the Board on the Company's compliance with all occupational health and safety laws in areas where the Company carries on business; - Review at least annually the Company's Occupational Health and Safety Policy and approves any changes to such policies; - Review management's action plans to deal with occupational health and safety management; - Monitor management's progress in rectifying any situations identified as potential risks; - Review and approve any publicly disclosed information relating to compensation, benefit or pension matters; - Oversee the Company's policies and practices on diversity; and - In consultation with the Chair of the Board, engage and compensate any outside advisor determined necessary to carry out the duties of the Committee.	The committee: - Met four times; - Approved 2025 short-term incentive plan targets and 2024 incentive payments; - With the assistance of a pension governance checklist, confirmed that the Company's pension plans are administered in accordance with applicable laws; - Reviewed succession planning and talent management initiatives; - Reviewed the performance of the executive management; - Reviewed the performance of pension investment managers on a quarterly basis; - Reviewed the Share ownership requirements of the executive management; - Received and reviewed updates from the Diversity, Equity & Inclusion committee of the Company; - Reviewed a report from the Company's Privacy Officer; - Reviewed regular reports relating to the health & safety initiatives of the Company; - Administered the long-term incentive plans for the executive leadership team and senior management group; - Reviewed PSU/RSU disbursements for the Company; - Reviewed the Committee Charter; - Oversaw the hiring of a new Executive Vice President & CFO; - Reviewed Executive Compensation; - Conducted an in-depth review and implemented changes to the Long-Term Incentive Plans to align with good compensation governance practices; and - Transacted all other business that came before the Committee as set out in the HR Committee Charter.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on the SEDAR website at www.sedarplus.ca.

If you would like to obtain a copy of any of the following documents:

a. the latest Annual Information Form of the Company together with any document, or the pertinent pages of any document, incorporated by reference therein;
b. the comparative financial statements of the Company for the financial year ending January 3, 2026, together with the accompanying report of the auditors thereon and any interim financial statements of the Company for periods subsequent to January 3, 2026; and/or
c. this Circular,

please send your request to:

High Liner Foods Incorporated
Corporate Secretary
P.O. Box 910
100 Battery Point
Lunenburg, NS B0J 2C0
Fax: 902-634-6228 Tel: 902-634-6211
E-mail: [email protected]
or visit the website at: www.highlinerfoods.com

APPROVAL - BOARD OF DIRECTORS

Except as otherwise indicated; all the information contained in this Circular is given as of March 24, 2026. The directors of the Company have approved the contents and the sending of this Management Information Circular.

(signed)

James Bishop
Executive Vice President, General Counsel & Corporate Secretary

SCHEDULE A - CHARTER OF THE BOARD OF DIRECTORS

High Liner Foods Incorporated
Board of Directors Charter
November 5, 2025

This Charter reflects consideration of the Memorandum and Articles of Association of High Liner Foods Incorporated (the "Company"), the Companies Act of Nova Scotia (the "Companies Act") and other legislation, laws and regulations applicable to the operation and governance of the Company and should be read and interpreted in conjunction with such materials.

Statement of Policy

The board of directors (the "Board of Directors" or the "Board") of the Company is elected by shareholders to oversee the management of the business and affairs of the Company. The Board of Directors is the steward of the Company and must ensure the viability of the Company and see that it is managed in the interest of the shareholders as a whole. In addition to its other duties and responsibilities set out herein, the Board advises the Chief Executive Officer and other senior managers of the Company's business and affairs.

Composition and Organization of the Board

(a) Size of the Board

Unless otherwise determined by the shareholders of the Company at a meeting thereof, the number of directors of the Company (each, a "Director") shall not be less than one or more than seventeen.¹

(b) Qualification of Directors

In addition to any other qualifications as required by the Companies Act and/or the Memorandum and Articles of Association of the Company, a Director must hold at least one common share in the Company and must acquire such share within a reasonable period of time following appointment.² To align the interests of Directors with Shareholders, Directors are further required to hold common shares (or deferred share units) within a period of time and with a value as prescribed by the Board from time to time, which will be disclosed in the Company's management information circular to be provided to shareholders in connection with the annual meeting of the Company.

The Governance Committee ("GC") of the Board acts as the nominating committee for appointments to the Board. The GC shall maintain an overview of the ideal size of the Board, the need for recruitment and the expected experience and skills of new candidates. It shall review and recommend to the Board the candidates for nomination as Directors, based on the Director Selection Criteria adopted by the GC from time to time. The Board shall approve the final choice of candidates for nomination and election by the shareholders of the Company.

¹ Article 92 of the Company's Articles of Association
² Article 93 of the Company's Articles of Association

(d) Independence

A majority of the Board shall be composed of Directors who are determined by the Board to be independent under the independence standards set forth in the rules or regulations of any applicable securities regulators and stock exchanges on which the Company’s securities are listed, including, but not limited to, the Toronto Stock Exchange (the “TSX”).

(e) Chair and Lead Director Roles

The Board shall appoint its chair (the “Chair”) from among the Company's Directors. Where the Chair is not regarded by the Board as independent under the independence standards as set out above, the Board shall also appoint a Lead Director, who shall be independent pursuant to such standards.

(f) Term of Appointment

The Directors are elected by the shareholders at every annual meeting. The term of each Director expires at the close of the annual meeting of shareholders following that at which they were elected.³ Notwithstanding the foregoing:

(i) a director who has a change in their principal employment (other than merely a geographic change) is expected to disclose this change in advance to the Chair and offer to submit a letter of resignation. The GC will consider whether to recommend that the Chair accept or reject the resignation on behalf of the Board;

(ii) in an uncontested election of directors, any nominee who receives a greater number of votes “withheld” than votes “for” will tender a resignation to the Chair of the Board immediately following the meeting of shareholders. The GC will consider the offer of resignation and, absent exceptional circumstances, will recommend that the Board accept the resignation. The Board shall determine whether or not to accept the resignation within 90 days following the meeting. The Board shall accept the resignation absent exceptional circumstances. The Company will issue a news release with the Board’s decision, including a full statement of the reasons for rejecting the resignation, if applicable; and,

(iii) a Director who displays a change in the exercise of their powers and in the discharge of duties that, in the opinion of at least 75 percent of the Directors, is incompatible with the duty of care and loyalty the Director owes the Company under applicable corporate law, shall be expected to offer forthwith a letter of resignation to the Chair for consideration. The GC will consider whether to recommend that the Chair accept or reject the resignation.

(g) Service on Other Boards

The Company values the experience directors bring from other boards on which they serve and other activities in which they participate, but recognizes that those boards and activities also may present demands on a director’s time and availability and may present conflicts or legal issues, including independence issues. No Director should serve on the board of a competitor (as such term may be determined by the Board from time to time). Each Director should, when considering membership on another board or committee thereof, make every effort to ensure that such membership will not impair the Director’s time and availability for his or her commitment to the Company. In no event should a Director serve on the board of directors of more than four other active public companies listed on a stock exchange (or, in the case of the Chief Executive Officer of the Company, if he or she is a Director, one other active public company listed on a stock exchange absent special circumstances and approval of the Chairs of the Board and GC). Directors should advise the Chairs of the Board and GC before accepting membership on other public company boards of directors.

³ See Nomination and Election of Directors in the Company's Articles of Association

Meetings of the Board

(a) Board Agenda

The Chair of the Board, in consultation with the Lead Director (where applicable) and with the appropriate members of the Company’s management (“Management”), develops the agenda for Board Meetings.

(b) Board Materials

An agenda and information and materials that are important to the Board's understanding of the agenda items and enable the Board's stewardship responsibilities shall be distributed in advance of every meeting of the Board. Management of the Company will deliver information on the business, operations and finances of the Company to the Board in accordance with a cadence determined by Board from time to time and on an as-required basis. Minutes of each meeting of the Board shall be recorded and maintained by the secretary who shall be the Corporate Secretary of the Company or his or her designate, unless the Board determines otherwise.

A minimum of five regularly scheduled Board meetings shall be held each year. Additional meetings may be held when required. The Chair of the Board, in consultation with the Directors and Management, will set the frequency and length of Board meetings. Directors are expected to attend all meetings of the Board and the Board committees (each, a “Committee”) on which such Director serves absent a legitimate reason for being unable to do so and are expected to participate fully and frankly in Board deliberations and discussions. Board members may participate in meetings by means of telephone conference calls or other communications facilities (including videoconference or any other electronic methods of communication) which permit all persons participating in the meeting to hear each other.

(d) Management at Meetings and In-Camera Meetings

Management participates in meetings and makes presentations to allow Directors to gain additional understanding and insight into the Company's businesses, and to assist the Directors in evaluating the competencies of Management. However, every meeting of the Board shall include an in-camera session at which no executive Directors, non-independent members of the Board, or other members of Management are present, to ensure free and open discussion and communication among the non-executive/independent Directors.

Duties and Responsibilities of the Board

In addition to its duties and responsibilities set out in the Companies Act and the Company’s Memorandum and Articles of Association, and as may be required by the binding requirements of any stock exchanges on which the Company’s securities are listed, including, but not limited to, the TSX, and all other applicable laws, rules and regulations, the Board of Directors has the following duties and responsibilities, which, without limitation to anything else herein, it may choose to delegate to a Committee:

(a) adopting a strategic planning process, and thereafter reviewing and approving the overall business strategy for the Company developed at first by Management;

(b) reviewing and approving the Company’s annual business plans and budget;

(c) identifying the principal risks of the Company's business and ensuring the implementation of appropriate systems to manage these risks;

(d) appointing the Company's President and Chief Executive Officer, developing and approving their position description and ensuring succession preparedness;

(e) reviewing and approving at least on an annual basis the corporate objectives which the Chief Executive Officer shall be responsible for meeting;

(f) ensuring that appropriate structures and procedures are in place so that the Board and its Committees can function independently of Management;

(g) providing a source of advice and counsel to Management on critical and sensitive problems or issues;

(h) overseeing adherence to relevant legal, regulatory, accounting, and compliance requirements by the Company;
(i) reviewing and approving key policy statements developed by Management on various issues such as ethics, compliance, communications, environment and safety, and public disclosures, and ensuring and monitoring compliance with such policies;
(j) ensuring that its expectations of senior Management are understood, that the appropriate matters come before the Board and that the Board is kept informed of shareholder perspectives;
(k) reviewing the competency of members of senior Management to perform their roles, that their performance is continually evaluated, and that planning for their succession is ongoing;
(l) conducting an annual review of Board practices and Board and Committee performance (including Directors' individual contributions), as determined by the Board;
(m) reviewing the adequacy and form of the compensation of non-executive Directors, including oversight of any applicable securities-based compensation plans which Directors are eligible to participate in, and ensuring their compensation adequately reflects the responsibilities and risks involved in being an effective Director;
(n) evaluating the performance and compensation of the President and Chief Executive Officer and Company executives and ensuring that such compensation is competitive and measured according to benchmarks which reward, among other things as determined by the Board, contribution to shareholder value;
(o) selecting nominees for election of Directors;
(p) selecting the Chair, and where necessary the Lead Director, of the Board in accordance with the Memorandum and Articles of Association of the Company and this Charter and, with the assistance of the GC, developing and approving their respective position descriptions;
(q) ensuring that new Directors are provided with adequate education and orientation facilities and providing continuing education opportunities for Directors;
(r) developing and reviewing from time to time position descriptions for the Board, including, but not limited to, the Chair, the Lead Director (if applicable), and the Chair of each Committee;
(s) overseeing the quality and integrity of the Company's accounting and financial reporting systems, disclosure controls, procedures and internal controls, and information systems;
(t) reviewing and approving material transactions outside the ordinary course of business and those matters which the Board is required to approve under its Memorandum and Articles of Association, including the payment of dividends, issuance, purchase and redemption of securities, acquisitions, and dispositions;
(u) approving projects and expenditures or dispositions of a certain threshold, in accordance with the Company's Delegation of Authority Policy;
(v) Discussing and developing the Company's approach to corporate governance in general; and
(w) with the assistance of Committees, as appropriate, overseeing sustainability risks and opportunities at a strategic level, including ensuring overall alignment with the Company's business strategy, progress against material commitments and objectives, and communications strategy.

5. Board Committees

(a) Number, Structure, and Jurisdiction of Committees; Delegation to Committees

The Board delegates certain functions to Committees, each of which (other than the Executive Committee) has a written charter. The Board has delegated for approval or review the matters set out in each Committee's charter. There are four standing Committees of the Board: the Human Resources Committee ("HRC"), the Audit Committee, the GC and the Executive Committee. The Executive Committee is mandated to act on certain matters delegated by the Board from time to time, or in necessary circumstances where it is impracticable to convene the full Board. The roles and responsibilities of each of the HRC, GC and Audit Committees are described in the respective Committee charters, as applicable.

(b) Independent Committee Members

Members of the Audit Committee, the GC and the HRC shall be independent under the independence standards set forth in the rules or regulations of any applicable securities regulators and stock exchanges on which the Company's

securities are listed, including, but not limited to, the TSX. The GC shall review and recommend the memberships and charters (and any revisions thereto) of the various Committees to the Board.

The Chair of each Committee, in consultation with the appropriate members of Management, develops the agenda for Committee meetings and distributes such agenda in advance of the meeting to Committee members in accordance with the applicable Committee charter.

(d) Committee Reports and Recommendations

At the next Board meeting following each meeting of a Committee, the Committee Chairs shall report to the Board on the Committee's activities. Minutes of Committee meetings are provided to all Directors. As required, the Board shall consider for approval the specific matters delegated for review to the Committees.

(e) Assignment and Rotation of Committee Members

The Chair of the Board has the responsibility for nominating the assignment of Committee members. Rotation is not required, but changes should be considered occasionally to accommodate the Board's requirements and individual interests and skills.

Administrative Matters

(a) Board Performance Assessment

The Board will ensure that regular formal assessment of the Board, its Committees and the individual Directors, as determined by the Board, are carried out in order to enhance their performance.

(b) Board Compensation

The GC of the Board regularly reviews and makes recommendations on Director compensation, based on external market surveys and benchmark data. The Board must formally approve any proposed change to the compensation of Directors.

Directors will maintain the absolute confidentiality of the deliberations and decisions of the Board of Directors and information received at meetings, except as may be specified by the Chair or if the Company publicly discloses the information. Directors shall acknowledge receipt of and confirm compliance with the Company's Code of Conduct annually.

(d) Board Visits

Visits by the Directors should be made to the Company's plants and business locations to meet local personnel and to gain insight into the Company's business and operations.

(e) Orientation and Information

The Company's Corporate Secretary shall prepare a Directors' Manual containing information on the Company, its policies, and Director responsibilities and liabilities, which is updated as necessary. Detailed current information on the Company, its businesses, operations and finances, are sent on a monthly basis to the Directors or in accordance with a cadence otherwise as determined by the Board. Particularly important items and information requiring urgent attention is conveyed immediately. In addition, new Directors meet with members of senior Management, including those involved in the Company's business operations, so that they can become rapidly familiar with the Company, its issues, businesses and operations. Care is taken to ensure that new Directors understand the roles and

responsibilities of the Board and its Committees, as well as the commitment level that the Company expects of its Directors.

(f) Periodic Review of Charter

With the assistance of the GC, the Board will review and assess the adequacy of this Charter annually, including to ensure compliance with any rules or regulations promulgated by any regulatory body and recommend to the Board for its approval any modifications to this Charter as considered necessary.

Resources and Authority of the Board

The Board shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to retain counsel, outside advisors or other experts, as it deems appropriate, without seeking the approval of Management and to set the compensation, and oversee the work, of any such counsel, outside advisors or other experts. Individual directors may retain independent counsel or advice with the approval of the Audit Committee.

Delegation

The Board shall have the authority to delegate any or all of its functions or responsibilities, along with the authority to take action in relation to such responsibilities, to one or more committees or subcommittees, to any of its members or any sub-set thereof, or other persons, from time to time as it sees fit, necessary or appropriate for the fulfillment of the Board's duties and responsibilities, to the extent permitted by applicable law.

No Rights Created

This Charter is a broad policy statement and is attended to be part of the Board's flexible governance framework. While this Charter should comply with the binding requirements of any stock exchanges on which the Company's securities are listed, including, but not limited to, the TSX, all other applicable laws, rules and regulations, and the Company's constating documents, including its Memorandum and Articles, this Charter does not create any legally binding obligations on the Board, any committee, any Director or the Company.

* * * *

AI assistant

Novra Technologies Inc. — Proxy Solicitation & Information Statement 2026

44705_rns_2026-04-10_ec6898af-9515-4cc6-9d76-e0aa61cf31a0.pdf

Notice of 2026 Annual General Meeting of Shareholders and Management Information Circular

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

HOW TO PARTICIPATE?

WHO IS ENTITLED TO VOTE?

WHAT HAPPENS IF I WANT TO TRANSFER MY SHARES PRIOR TO THE MEETING?

WHAT AM I VOTING ON?

ELECTRONIC AVAILABILITY OF THE COMPANY'S CIRCULAR

VOTING INFORMATION

HOW DO I VOTE MY SHARES?

Registered Shareholders:

Non-Registered Shareholders:

WHO IS SOLICITING MY PROXY?

VOTING IN ADVANCE OF MEETING BY PROXY

CAN I TAKE BACK MY PROXY ONCE I HAVE SUBMITTED IT?

HOW WILL VOTES BE COUNTED?

FOR MORE INFORMATION

PRINCIPAL HOLDERS OF SHARES

DESIGNATION AND REVOCABILITY OF PROXIES

VOTING OF MANAGEMENT PROXIES

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

DAVID J. HENNIGAR

Current Public Board Memberships:

Number of Shares, DSUs or RSUs Beneficially Owned, Controlled or Directed:

ANDREW J. HENNIGAR

Current Public Board Memberships:

Number of Shares, DSUs or RSUs Beneficially Owned, Controlled or Directed:

Current Public Board Memberships(5):

M. JOLENE MAHODY

Current Public Board Memberships:

R. ANDY MILLER

Current Public Board Memberships:

Current Public Board Memberships:

MAJORITY VOTING

EXPERIENCE MATRIX

DIRECTORS' LIABILITY INSURANCE

INDEPENDENCE AND BOARD COMMITTEES

BOARD AND COMMITTEE MEETINGS HELD AND ATTENDANCE

CEASE TRADE ORDERS AND BANKRUPTCIES

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Directors' Options and Deferred Share Unit Plan

Outstanding Option-based & Share-based Awards

Shareholdings of Board Members

EXECUTIVE SUMMARY

Named Executive Officers

Compensation Philosophy

Compensation Framework

Alignment with Shareholders

Compensation Governance and Risk Management Oversight

COMPENSATION GOVERNANCE & RISK MANAGEMENT

Compensation Governance & Oversight

Independent Advisor

Compensation Risk Analysis

Claw Back

Prohibition on Hedging

Share Ownership Requirements

COMPENSATION PHILOSOPHY AND OBJECTIVES

Executive Compensation Philosophy at High Liner Foods

Compensation Principles - What We Reward

ELEMENTS OF COMPENSATION

COMPENSATION BENCHMARKING

BASE SALARY COMPENSATION

SHORT-TERM INCENTIVE PLAN

Design of the Program

Payout Calculation

Setting Company Financial Performance Targets

Setting Strategic and Sustainability Performance

2025 Short-Term Incentive Program Results

Financial Performance (50% Weighting)

Strategic Performance (40% Weighting)

Sustainability Performance (10% Weighting)

LONG-TERM INCENTIVE COMPENSATION

2025 PSU Program:

2023 PSU Performance and Payout

PERFORMANCE GRAPH

SUMMARY COMPENSATION TABLE

Novra Technologies Inc. Proxy Solicitation & Information Statement 2026