ONEX

NOTICE OF

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 14, 2026

AND

MANAGEMENT INFORMATION CIRCULAR

ONEX

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual meeting of the shareholders of Onex Corporation (the “Corporation”) will be held on Thursday, the 14th day of May, 2026 at 10:00 a.m. (Eastern Time). This year’s meeting will be held in a virtual meeting format by way of a live audio webcast. Shareholders will be able to attend, listen, vote and submit questions at the meeting in real time through a web-based platform. You can attend the virtual meeting by joining the live audio webcast online at www.virtualshareholdermeeting.com/ONEX2026. The purpose of the meeting is the following:

to receive and consider the consolidated balance sheets of the Corporation as at December 31, 2025 and the consolidated statements of earnings, shareholders’ equity and cash flows for the year then ended, together with the report of the auditor thereon;
to appoint an auditor of the Corporation and to authorize the directors of the Corporation to fix the remuneration of the auditor;
to elect directors of the Corporation;
to consider and approve, on an advisory basis, a resolution accepting the Corporation’s approach to executive compensation; and
to transact such further and other business as may properly come before the meeting or any adjournment or postponement thereof.

If you are unable to attend the virtual meeting, kindly complete, date, sign and return the enclosed form of proxy or voting instruction form in the envelope provided for this purpose or go to www.proxyvote.com and enter your 16-digit control number set out on your form of proxy or voting instruction form. Proxies to be used at the meeting must be deposited with the Corporation or Broadridge Financial Services no later than 48 hours preceding the meeting or any adjournment or postponement thereof.

DATED at Toronto, Ontario, the 30th day of March, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

Colin K. Sam
Managing Director – General Counsel & Corporate Secretary, Onex Corporation

LETTER TO SHAREHOLDERS

Dear Onex Shareholder:

In 2025, Onex made meaningful progress on its strategic objectives while setting the stage for accelerated value creation and earnings growth in the years ahead. Most notably, the acquisition of Convex and our new relationship with AIG have enhanced our near and long-term prospects, and we look forward to the future with confidence and excitement.

CONVEX – A PIVOTAL INVESTMENT

Our acquisition of Convex is a logical complement to our long-term strategy and consistent with the priorities that we had set out for the future of Onex. Convex is a shining example of what Onex does best when it leans into its expertise and partners with talented entrepreneurs and owner-operators to build businesses that deliver strong investment outcomes. Since we partnered with the Convex management team to create the business from scratch just seven years ago, Convex has become one of the fastest growing and most successful specialty insurance and reinsurance carriers in the industry, with nearly $6 billion in Gross Premium Written and $711 million in Net Income in 2025.

While this track record is already impressive, Convex’ strong management team led by Executive Chairman, Stephen Catlin, and Chief Executive Officer, Paul Brand, has significant runway to capture considerable upside for Onex shareholders. With world-class underwriting talent, low asset leverage, an advanced technology platform and a low-cost operating model, Convex has significant room for growth and profit expansion as the business continues to scale, and is expected to be Onex’ largest contributor to shareholder value in the near term.

We are delighted to be joined by AIG, one of the world’s largest and most sophisticated insurers, as our co-investor in Convex. AIG committed $2.1 billion to the investment, to hold an approximate 35% interest in the business. The Convex management team reinforced its partnership alignment and conviction in the value creation opportunity through an approximate $500 million rollover of its direct equity stake and accrued incentives.

In addition to our partnership in Convex, AIG has also taken a 9.9% stake in Onex and will commit $2 billion to Onex’ Private Equity and Credit strategies over the next three years. This is a strong endorsement of both Onex’ strategy and asset management platform and could yield additional synergies as we build our relationship with AIG and work together to maximize value. Convex will also be invested in Onex’ investment products going forward.

Convex will become a core platform for Onex, alongside Private Equity and Credit, and will drive meaningful value through our 63% interest in a business that generates significant net income and free cash flow. With the prospect of future earnings supporting dividends from Convex, more consistent and growing fee-related earnings, realizations from our private equity portfolio, and smaller commitments to our future private equity and credit funds, we will be able to more actively manage our balance sheet and lower the need to carry large cash balances. We will continue to support our private equity and credit funds to ensure continued alignment with our Limited Partners and co-investors, but will limit participation in each future fund to a maximum of 10%. This capital-lighter model will also facilitate a higher proportion of third-party capital in our funds, which will contribute to ongoing growth in fee-generating AUM, fee-related earnings and carried interest.

Future balance sheet capital allocation will be focused on similar investments to Convex in our core areas of expertise. Over the next several years, we expect to reorient our remaining investing capital into one or two new investment opportunities where we possess a long-term proven track record and competitive advantage. These investments will utilize low leverage and have attractive risk-adjusted return profiles, with meaningfully increased transparency to assist the investment community in measuring our performance. Our goal is for these future investments to be strategically aligned with our core platforms.

ONEX

FUNDRAISING AND REALIZATION MOMENTUM

It was a positive year for our Private Equity and Credit asset management platforms, each of which raised meaningful capital on strong fundraising momentum. In total, we raised more than $8 billion in new capital across Onex. We also achieved excellent results in crystallizing returns through successful private equity realizations, exceeding $8 billion in 2025.

Onex Partners raised approximately $1.2 billion for the Onex Partners Opportunities Fund, with additional follow-on commitments totalling approximately $900 million, and the team will soon close on the Fund’s fourth investment. On the realization front, notable full and partial realizations included WestJet, OneDigital and Convex. Including these transactions, Onex Partners V reached distribution to paid-in capital of 0.7x, a strong achievement relative to comparable funds in its vintage, and realization momentum continues into 2026.

ONCAP completed a final close of ONCAP V – its largest fund to date at $1.3 billion – including a more than 50% increase in third-party capital, which was a primary objective for the team. Throughout the year, ONCAP maintained its strong pace of deployment, investing in three new companies while returning meaningful capital to investors from prior funds.

Onex Credit remains a global leader in Structured Credit and had another strong year in 2025, pricing 28 CLOs totalling $12 billion in transaction volume, including $6 billion of new fee-generating assets. The Credit business also experienced a step-function increase in profitability, exiting the year with run-rate fee-related earnings of $60 million, exceeding our 2023 Investor Day target for the business. We are actively pursuing new opportunities to increase and diversify revenue across the Credit platform, beyond the success we have achieved in Structured Credit. To that end, in 2025 we closed on an $800 million tactical allocation commitment with an institutional investor. This type of commitment leverages the full breadth of talent across our Credit team and will contribute significantly to the scale required to continue to grow fee-related earnings.

LOOKING AHEAD AND REFLECTING ON OUR HISTORY

For more than 40 years, Onex has delivered attractive risk-adjusted returns by adhering to our core investing principles and focusing on the opportunities that align best with our strengths and informational advantages. We are committed to continuing to adhere to these investing principles and deliver strong results with increased transparency. If we execute on our goals, the intrinsic value of Onex, including Convex and the asset management business, should become more apparent and ultimately get reflected in our share price. I am confident that we are on the right path.

I also want to welcome Meg McClellan as Chief Financial Officer. Meg is a highly experienced financial and operations professional with more than two decades across leadership roles in asset management, capital markets and fixed income. I look forward to working with her to execute our strategy. I also want to thank Chris Govan, who after 11 years in the CFO role has stepped down and is helping to ensure a seamless transition. Chris has guided the firm through a period of growth and change, and we will benefit from his continued insight.

Finally, I would like to take a moment to acknowledge the sudden passing of Nigel S. Wright, Co-Head of Onex Partners, in September 2025. Nigel was one of Onex’ longest-tenured leaders, joining the firm in 1997 and later playing a pivotal role in establishing our London office and expanding our European footprint. More importantly, he embodied the best of Onex, an astute investor and exceptional leader, known for his professionalism, integrity and deep care for people. Nigel’s loss continues to be deeply felt across our firm, and we remain grateful for his many contributions and the legacy he leaves through the teams he helped build and the values he championed.

This is a time of positive change for Onex and we are committed to realizing our fullest potential.

Thank you for your continued support.

Bobby Le Blanc
Chief Executive Officer & President

ONEX

SECTION I – VOTING INFORMATION

1
- MANAGEMENT INFORMATION CIRCULAR ... 1
- PROXIES ... 1
- NOTICE-AND-ACCESS ... 1
- VOTING, ATTENDANCE AND PARTICIPATION INSTRUCTIONS ... 2
- VOTING SHARES ... 5

SECTION II – BUSINESS OF THE MEETING

7
1. APPOINTMENT AND REMUNERATION OF AUDITOR ... 7
2. ELECTION OF DIRECTORS ... 7
- I. SVS NOMINEES ... 8
- II. MVS NOMINEES ... 17
- ATTENDANCE OF DIRECTORS AT BOARD AND COMMITTEE MEETINGS ... 19
- CORPORATE GOVERNANCE PRACTICES ... 20
- FORMAL BOARD MANDATE AND STRUCTURE ... 32
- COMPENSATION OF DIRECTORS OF THE CORPORATION ... 34
3. ADVISORY RESOLUTION ON APPROACH TO EXECUTIVE COMPENSATION (“SAY-ON-PAY”) . 37
- COMPENSATION DISCUSSION AND ANALYSIS ... 38
- COMPENSATION OF NAMED EXECUTIVE OFFICERS OF THE CORPORATION ... 47
- SUMMARY COMPENSATION TABLE ... 57
- SHARE PERFORMANCE GRAPH ... 65
- MANAGEMENT ALIGNMENT OF INTERESTS WITH SHAREHOLDERS ... 66

SECTION III – OTHER INFORMATION

70
- NORMAL COURSE AND SUBSTANTIAL ISSUER BID ... 70
- ADDITIONAL INFORMATION ... 70
- APPROVAL OF BOARD OF DIRECTORS ... 70

ONEX

SECTION I – VOTING INFORMATION

MANAGEMENT INFORMATION CIRCULAR

This management information circular dated as at March 30, 2026 (the “Circular”) is furnished in connection with the solicitation of proxies by or on behalf of the management of Onex Corporation (“Onex” or the “Corporation”) for use at the annual meeting of the shareholders of the Corporation (the “Meeting”) to be held by live audio webcast on Thursday, May 14, 2026 at 10:00 a.m. (Eastern Time), and at any adjournment or postponement thereof, for the purposes set forth in the notice of the Meeting.

The Meeting will be held in a virtual meeting format by way of a live audio webcast at www.virtualshareholdermeeting.com/ONEX2026. Shareholders will be able to attend, listen, vote and submit questions at the Meeting in real time through the web-based Virtual Shareholder Meeting platform. Detailed instructions for shareholders to vote, attend and participate in the Meeting are set out below in “Voting, Attendance and Participation Instructions for the Meeting”.

Throughout this Circular, all amounts are in United States dollars unless otherwise indicated. All references to C$ are to Canadian dollars.

PROXIES

THE ENCLOSED PROXY IS BEING SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE CORPORATION and the cost of such solicitation will be borne by the Corporation. The solicitation will be primarily by mail, but officers, employees or agents of the Corporation may also solicit proxies by telephone or in person without special compensation.

Proxies to be used at the Meeting must be deposited with the Corporation or Broadridge Financial Services no later than 48 hours preceding the Meeting or any adjournment or postponement thereof.

A shareholder executing the enclosed form of proxy has the right to revoke it under subsection 110(4) of the Business Corporations Act (Ontario) (the “Act”). A proxy may be revoked by depositing an instrument in writing, executed by the registered shareholder or by such shareholder’s attorney authorized in writing, at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment or postponement thereof, at which the proxy is to be used or with the Chair of the Meeting on the day of the Meeting or any adjournment or postponement thereof or in any other manner permitted by law. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

NOTICE-AND-ACCESS

The Corporation is utilizing the “notice-and-access” process under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations (“Notice-and-Access”) for distribution of the Meeting materials to shareholders. Notice-and-Access is a set of rules that allows the Corporation to post the Circular and additional Meeting materials online instead of printing and mailing Meeting materials to shareholders. The Corporation has elected to utilize Notice-and-Access because it significantly reduces the volume of printed paper materials as well as related physical transport and delivery activities, which aligns with the Corporation’s sustainability objectives. Additionally, adopting Notice-and-Access significantly lowers printing and mailing costs associated with the Meeting. In accordance with Notice-and-Access, the Corporation has delivered a proxy form, or voting instruction form in the case of non-registered (beneficial) shareholders, and a Notice-and-Access notification to both registered and beneficial shareholders outlining relevant dates and matters to be discussed at the

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Meeting. The Notice of Annual Meeting, Circular, 2025 Financial Statements and 2025 Management’s Discussion and Analysis have been made available to shareholders at https://materials.proxyvote.com/68272K, in addition to being posted to the Corporation’s website at www.onex.com under “Shareholders”.

VOTING, ATTENDANCE AND PARTICIPATION INSTRUCTIONS

The manner in which shareholders vote is dependent on whether the shareholder is a registered shareholder or a non-registered (beneficial) shareholder of the Corporation. All shareholders are encouraged to vote in advance of the meeting at www.proxyvote.com. Even if the shareholder currently plans to participate in the virtual Meeting, the Corporation recommends that the shareholder vote their shares by proxy in advance so that their vote will be counted if they subsequently decide not to attend the Meeting or in the event that the shareholder is unable to access the Meeting for any reason.

VOTING INSTRUCTIONS FOR THE MEETING

Registered Shareholders:

Shares are registered directly in the name of the shareholder with the Corporation’s transfer agent, TSX Trust Company. A form of proxy will be delivered to registered shareholders in advance of the Meeting which will include a unique 16-digit control number that will enable the registered shareholder to vote in advance by proxy or log into the Meeting and cast votes at the Meeting (or change a previously submitted proxy).

Non-Registered (Beneficial) Shareholders:

Shares are held by an intermediary (i.e. a bank, trust company, securities dealer or broker, RRSP/RRIF/RESP trustee or administrator or similar plans) or a clearing agency on behalf of the shareholder. A voting instruction form will be delivered by the intermediary to the non-registered (beneficial) shareholder in advance of the Meeting which will include a unique 16-digit control number that will enable the non-registered shareholder to submit voting instructions to the intermediary in advance or log into the Meeting and cast votes at the Meeting.

VOTE BY INTERNET: To vote by Internet, visit www.proxyvote.com. Shareholders will need their 16-digit control number located on the form of proxy or voting instruction form. Votes must be received by 10:00a.m. (Eastern Time) on Tuesday, May 12, 2026.

VOTE BY MAIL: Return the completed, signed and dated form of proxy or voting instruction form by mail in the business reply envelope to: Data Processing Centre, P.O. Box 3700 STN Industrial Park, Markham, Ontario, Canada L3R 9Z9.

VOTE BY PHONE: As an alternative, shareholders may enter their vote instruction by telephone at 1-800-474-7493 (English) or 1-800-474-7501 (French). Shareholders will need their 16-digit control number located on the form of proxy or voting instruction form.

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Attendance and Participation at the Meeting

To participate in the Meeting, shareholders will need to visit www.virtualshareholdermeeting.com/ONEX2026 and login using the 16-digit control number included either on their proxy form or voting instruction form, as applicable. The Meeting platform is fully supported across common web browsers and devices running the most updated version of applicable software plug-ins. Shareholders should ensure they have a strong, preferably high-speed, internet connection when intending to participate in the Meeting. The Meeting will begin promptly at 10:00a.m. (Eastern Time) on Thursday, May 14, 2026. Online check-in will commence 15 minutes prior to the Meeting start time. Shareholders should allow ample time for online check-in procedures. If shareholders encounter any difficulties accessing the Meeting during the check-in or Meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting login page. The web-based Meeting will allow shareholders to attend the Meeting live, submit questions and submit votes while the Meeting is being held, if shareholders have not already voted in advance by proxy.

Guests will be able to attend the Meeting through the live webcast only, by joining the webcast as a guest at www.virtualshareholdermeeting.com/ONEX2026. Guests will be in listen-only mode and will not be able to submit questions or vote.

The Corporation recommends that shareholders submit any questions or comments on any formal business matters to be considered at the Meeting promptly upon joining the Meeting so they may be addressed at the appropriate time. Submissions may be made in writing by using the relevant dialog box during the Meeting. Only shareholders that have logged in using their 16-digit control number will be able to submit questions during the Meeting. The Chair of the Meeting or members of management present at the Meeting intend to respond to submissions relating to business matters to be voted on. General questions will be addressed by the Chair of the Meeting and other members of management following the end of the Meeting. Submissions from multiple shareholders on the same topic or that are otherwise related will be grouped, summarized and addressed together. All shareholder submissions are welcome; however, the Corporation does not intend to address submissions that:

are irrelevant to the Corporation, its subsidiaries or investment operating companies' operations or to the business of the Meeting;
are related to non-public information;
are derogatory or otherwise offensive;
are repetitive or have already been asked by other shareholders;
are in furtherance of a shareholder's personal or business interests; or
are out of order or not otherwise appropriate as determined by the Chair or Secretary of the Meeting in their reasonable judgment.

For any relevant submissions made but not addressed during the question period following the end of the Meeting, a member of the Corporation's management will attempt to contact such shareholder to respond to the submission to the extent the shareholder has provided an email address or contact details within their submission.

Appointing a Proxyholder and Changing Voting Instructions

Shareholders are encouraged to appoint themselves or such other person (other than the named proxyholders) online at www.proxyvote.com as this will reduce the risk of any mail delays/disruptions and will allow shareholders to share the Appointee Information they have created with any other person they have appointed to represent them at the Meeting more easily. If a shareholder does not designate the Appointee Information when completing the form of proxy or voting information form or if the shareholder does not provide the exact Appointee Identification Number and Appointee Name to any other person (other than the named proxyholders) who has been appointed to access and

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vote at the meeting on behalf of the shareholder, that other person will not be able to access the Meeting and vote on behalf of the shareholder.

The Shareholder MUST provide their Appointee the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER to access the Meeting. Appointees can only be validated at the Virtual Shareholder Meeting using the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER created by the shareholder. IF THE SHAREHOLDER DOES NOT CREATE AN EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER, THE SHAREHOLDER'S APPOINTEE WILL NOT BE ABLE TO ACCESS THE MEETING.

If a shareholder desires to change a previously submitted vote, the shareholder can revoke the proxy form or voting instruction form by voting again on the internet or by phone or by any other means permitted by law. Registered shareholders can revoke their instructions by delivering a signed written notice changing their instructions to Onex Corporation not later than 10:00a.m. (Eastern Time) on Tuesday, May 12, 2026 (or any adjournment, if the Meeting is adjourned) at 161 Bay Street, 49th Floor, Box 700, Toronto, Ontario M5J 2S1, Attention: General Counsel & Corporate Secretary.

Non-registered (beneficial) shareholders who are unable to vote on the internet or by phone should consult their intermediary if they wish to revoke their voting instructions.

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VOTING SHARES

The restated articles of incorporation of the Corporation (the "Articles") provide for authorized share capital consisting of an unlimited number of senior preferred shares, an unlimited number of junior preferred shares, 100,000 multiple voting shares ("Multiple Voting Shares" or "MVS") and an unlimited number of subordinate voting shares ("Subordinate Voting Shares" or "SVS" or "Share"). No senior preferred shares or junior preferred shares are currently issued and outstanding.

As at the date of this Circular, 100,000 Multiple Voting Shares and 76,186,484 Subordinate Voting Shares are issued and outstanding. Under the Corporation's Articles, the extinguishment of the MVS voting rights and the redemption of the MVS are triggered by the occurrence of an "Event of Change". The Articles were amended by a special resolution approved by holders of SVS at the meeting of shareholders held on May 11, 2023, and provide that an Event of Change will occur no later than May 11, 2026 (see "Extinguishment and Redemption of the Multiple Voting Shares" below). No later than May 11, 2026, the voting rights attached to the MVS will be extinguished.

This Circular assumes that the Event of Change will have occurred on May 11, 2026, prior to the Meeting.

MULTIPLE VOTING SHARES AND EVENT OF CHANGE

The MVS are personal to and held by Gerald W. Schwartz, the Founder and Chairman of the Corporation, and have been part of the Corporation's capital structure since its initial public offering in 1987.

An "Event of Change", as defined in the amended Articles, is defined as the earliest of the following to occur: (i) Mr. Schwartz holding neither the office of Chief Executive Officer of the Corporation nor the office of Chair of the Corporation; (ii) Mr. Schwartz ceasing to hold, directly or indirectly together with his spouse and children, more than 5,000,000 SVS; (iii) Mr. Schwartz ceasing to have the right to vote or direct the vote of a majority of the outstanding MVS; or (iv) May 11, 2026.

As an "Event of Change" will occur prior to the Meeting, the following will take effect for the Meeting:

(i) the holders of SVS will be entitled to 100% of the votes on the basis of one vote for each SVS;
(ii) voting separately as a class, the holders of SVS will have the right to elect 80% (rounded to the nearest whole number) of the members of the Board and this right will continue for a transitional period ending no later than the third anniversary of the Event of Change, after which holders of SVS will have the right to elect 100% of the members of the Board at all future shareholder meetings;
(iii) the holders of MVS will no longer be entitled to any votes; and
(iv) the holders of MVS, voting separately as a class, will have the right to elect 20% (rounded to the nearest whole number) of the members of the Board and this right will continue for a transitional period ending no later than the third anniversary of the Event of Change, after which the MVS will no longer have a right to elect members of the Board and will be fully redeemed.

RIGHTS ATTACHED TO THE SUBORDINATE VOTING SHARES (AS OF THE MEETING)

The holders of SVS are entitled to receive notice of, to attend and to one vote for each SVS at all meetings of the shareholders of the Corporation, other than any meeting of holders of another class of shares who are entitled to vote separately as a class at such meeting. The holders of SVS and all other shares of the Corporation that may be created from time to time (if any) having the right to vote generally at annual meetings of shareholders will be entitled to vote generally at annual meetings of shareholders.

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The holders of SVS are also entitled, voting separately as a class, to elect 80% (rounded to the nearest whole number) of the members of the Board of Directors of the Corporation (the “Board”) until the redemption of the MVS which shall occur not later than May 11, 2029.

The SVS are entitled, subject to the prior rights of the senior preferred shares, the junior preferred shares and the MVS, to receive the remaining assets of the Corporation.

RIGHTS ATTACHED TO THE MULTIPLE VOTING SHARES (AS OF THE MEETING)

The holders of MVS are entitled to receive notice of and to attend all meetings of the shareholders of the Corporation, other than any meeting of holders of another class of shares who are entitled to vote separately as a class at such meeting and other than with respect to certain matters which are exclusively reserved for the holders of SVS. Holders of MVS are entitled to one vote per MVS at any meeting where the MVS holders vote separately as a class.

The holders of MVS are also entitled, voting separately as a class, to elect 20% (rounded to the nearest whole number) of the members of the Board, until the redemption of the MVS which shall occur not later than May 11, 2029.

The Multiple Voting Shares are non-economic. Holders of MVS are not entitled to receive dividends nor are they entitled to receive cash dividends, dividends in kind and stock dividends as and when declared by the Board. The MVS have no entitlement to a distribution on winding-up or dissolution other than a payment of the nominal amount in the stated capital account for such shares.

EXTINGUISHMENT AND REDEMPTION OF THE MULTIPLE VOTING SHARES

The MVS will be extinguished and redeemed in their entirety for C$1.00 per share (being C$100,000 for the class in aggregate) on the earlier of: (i) the third anniversary of the Event of Change; or (ii) the date Mr. Schwartz, together with his spouse and children, ceases to hold, beneficially, directly or indirectly, at least 5% of the outstanding SVS.

Pursuant to a stock control agreement entered into by Mr. Schwartz, OMIL Holdings Limited, the Corporation and National Trust Company (now The Bank of Nova Scotia Trust Company) for the benefit of the holders of SVS, a transfer of existing MVS will generally be subject to the prior approval of at least two-thirds of the votes cast on separate class votes at meetings of the holders of the MVS and SVS. The stock control agreement remains in full force and effect and no party is in material breach thereof. The stock control agreement will cease to apply on the extinguishment and redemption of the MVS.

RECORD DATE

The record date for the determination of shareholders entitled to receive notice of the Meeting has been fixed at March 30, 2026. In accordance with the provisions of the Act, the Corporation will prepare a list of holders of MVS and SVS, respectively, as of such record date. Each holder of MVS or SVS named in the list will be entitled to vote the shares shown opposite their name on the list at the Meeting.

PRINCIPAL HOLDERS

To the knowledge of the directors and officers of the Corporation, no person or company beneficially owns, directly or indirectly, or exercises control or direction over securities carrying more than 10% of the voting rights attached to any class of outstanding voting securities of the Corporation other than as set forth below.

Mr. Schwartz also beneficially owns, controls or directs as at the date of this Circular, directly or indirectly, 8,108,861 SVS of the Corporation representing approximately 10.6% of the outstanding SVS. Mr. Schwartz also holds indirectly all the outstanding MVS of the Corporation.

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SECTION II – BUSINESS OF THE MEETING

BUSINESS MATTER #1:

APPOINTMENT AND REMUNERATION OF AUDITOR

At the Meeting, holders of SVS will be asked to pass a resolution confirming the appointment of PricewaterhouseCoopers LLP as the external auditor of the Corporation and to authorize the directors of the Corporation to fix the remuneration of the auditor. Information relating to fees paid to the Corporation’s external auditor can be found in the section of the Corporation’s Annual Information Form dated February 19, 2026 entitled “External Auditor Service Fees” available on www.sedarplus.ca.

Unless authority to do so is withheld, the SVS represented by the proxies solicited in respect of the Meeting will be voted FOR both the reappointment of the firm of PricewaterhouseCoopers LLP as the external auditor of the Corporation and the authorization of the directors to fix the remuneration of the external auditor.

BUSINESS MATTER #2:

ELECTION OF DIRECTORS

Eleven director nominees are proposed for election to the Board at the Meeting. As described under “Voting Shares” of this Circular, the holders of SVS and the holders of MVS are entitled, voting separately as classes, to elect 80% and 20%, respectively, of the members of the Board, in each case rounded to the nearest whole number. The holders of SVS will be entitled to vote in respect of the election of the nine directors referred to below as “SVS Nominees”. Each nominee elected will hold office until the close of the next annual meeting of shareholders of the Corporation or until his or her successor is elected or appointed.

Ten of the eleven director nominees have previously been elected by shareholders of the Corporation. As discussed in detail under “Corporate Governance Practices” of this Circular, the Board regularly assesses its membership with a view to ensuring that an appropriate mix of skills, experience, perspectives and backgrounds are represented. The Board expresses its appreciation to Mr. J. Robert S. Prichard who has decided to retire at the Meeting and will not stand for re-election.

The Board looks forward to welcoming one new director: Mr. Jay A. Cohen, an accomplished equity research analyst and business executive with deep knowledge of the insurance industry. The Board believes that Mr. Cohen will make material contributions and provide significant value to the Corporation. See “Board Composition and Director Tenure” of this Circular.

The Corporation has adopted a majority voting policy in respect of director elections. Any nominee director who is not elected by at least a majority of the votes cast at an uncontested meeting must immediately tender his or her resignation. The Board will accept the resignation absent exceptional circumstances and will announce its decision within 90 days.

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I. SVS NOMINEES

The following director profiles provide a summary of relevant biographical and compensation information of the nine SVS Nominees to be voted on by the holders of SVS, including a description of their background and experience, year first elected or appointed as a director, age, most recent election result, meeting attendance, Board committee memberships and other public company boards on which they serve. The equity holdings of each SVS Nominee consisting of SVS and Director Deferred Share Units ("DSUs"), and the "Aggregate Market Value of SVS and DSUs" for non-management directors are calculated based on the closing price of the SVS on the Toronto Stock Exchange on the Record Date (March 30, 2026), which was C$98.58.

The SVS represented by the proxies solicited by management in respect of the Meeting will be voted FOR the SVS Nominees set out below, unless authority to do so is withheld.

Lisa Carnoy

New York, New York, U.S.A.

Age: 58

Director since:2023

(Independent)

Board/Committee

Attendance: 83%/75%

2025 Election Result: 100%

For Withhold

Lisa Carnoy is a seasoned finance executive, serving most recently as the Chief Financial and Administrative Officer of the Continental Grain Company and, prior to such role, as the Chief Financial Officer and Head of Operations at AlixPartners. Ms. Carnoy has also held senior leadership roles at Bank of America Merrill Lynch, including serving as Head of Global Markets, Head of Global Capital Markets and Head of Global Equity and Equity-Linked Capital Markets.

Ms. Carnoy is Chair Emerita of the Columbia University Trustees and serves as a founding member of the US Soccer Federation's Leadership Advisory Group.

Ms. Carnoy holds a Bachelor of Arts cum laude from Columbia University and a Master of Business Administration from Harvard Business School.

Onex Board/Committee Memberships		Public Company Board Memberships
Board		Stifel Financial Corp.
Audit Committee
Number of Subordinate Voting Shares and Deferred Share Units Owned
SVS	DSUs(2)	Aggregate Value of SVS and DSUs(3)	Multiple of Annual Retainer
-	12,865	C$1,268,189	3.6x

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I. SVS NOMINEES (CONTINUED)

Mitchell Goldhar
Toronto, Ontario, Canada

Age: 64
Director since: 2017
(Independent)

Board/Committee
Attendance: 100%
2025 Election Result: 100%

■ For ■ Withhold

Mitchell Goldhar is Executive Chairman and Chief Executive Officer of SmartCentres REIT. In 1994, Mr. Goldhar founded SmartCentres and developed 265 shopping centres, many of which were anchored by Walmart.

Mr. Goldhar is also the President and Chief Executive Officer of Penguin Investments Inc., a former director of Indigo Books & Music Inc., a Director Emeritus with the SickKids Foundation, on the Advisory Board for the Canadian Sports Concussion Project and the owner of the Maccabi Tel Aviv Football Club.

Mr. Goldhar holds a Bachelor of Political Science from York University and has been an adjunct professor with the Joseph L. Rotman School of Management, University of Toronto for 15 years.

Onex Board/Committee Memberships		Public Company Board Memberships
Board		SmartCentres REIT
Number of Subordinate Voting Shares and Deferred Share Units Owned
---	---	---	---
SVS	DSUs(2)	Aggregate Value of SVS and DSUs(3)	Multiple of Annual Retainer
-	38,880	C$3,832,750	11.0x

Onex Corporation Management Information Circular 2026

ONEX

I. SVS NOMINEES (CONTINUED)

Ewout R. Heersink

Oakville, Ontario, Canada

Age: 75

Director since: 2010

(Executive Director)

Board/Committee

Attendance: 100%

2025 Election Result: 100%

For Withhold

Ewout R. Heersink is Vice Chair of the Corporation and has been an executive of Onex since 1983. He served as Onex' Chief Financial Officer through 2008 and has also served as a director of several of Onex' operating companies. Mr. Heersink is also a Chartered Accountant.

Mr. Heersink is a former Member of the Advisory Council of the Queen's School of Business.

Mr. Heersink holds a Bachelor of Honours Business Administration from the Ivey Business School at the University of Western Ontario and a Master of Business Administration from Queen's University.

Onex Board/Committee Memberships			Public Company Board Memberships
Board
Number of Subordinate Voting Shares, Deferred Share Units and Restricted Share Units Owned
SVS	RSUs and DSUs(1)	Aggregate Value of SVS, RSUs and DSUs(3)(4)(8)	Multiple of Annual Salary	Satisfies Director Share Ownership Requirement (✓)
1,035,235	444,391	C$145,861,573	364.7x	n/a

Onex Corporation Management Information Circular 2026

ONEX

I. SVS NOMINEES (CONTINUED)

Robert M. Le Blanc
Newtown, Connecticut, U.S.A.

Age: 59
Director since: 2023
(Executive Director)

Board/Committee
Attendance: 100%

2025 Election Result: 98.32%

For Withhold

Robert M. Le Blanc is Chief Executive Officer and President of the Corporation and has been an executive of Onex since 1999. As Chief Executive Officer, Mr. Le Blanc is responsible for setting and overseeing the execution of Onex' growth and capital allocation strategy.

Mr. Le Blanc is also the Chairman of Convex and a director of Imagine Learning, SCP Health, First Berkshire Hathaway Life, DREAM Charter School and Lincoln Center for the Performing Arts. Prior to joining the Corporation, Mr. Le Blanc held positions with Berkshire Hathaway and General Electric.

Mr. Le Blanc holds a Master of Business Administration from New York University and a Bachelor of Science from Bucknell University.

Onex Board/Committee Memberships	Public Company Board Memberships
Board

Number of Subordinate Voting Shares, Deferred Share Units and Restricted Share Units Owned

SVS	RSUs and DSUs(1)	Aggregate Value of SVS, RSUs and DSUs(3)(4)(5)	Multiple of Annual Salary	Satisfies Director Share Ownership Requirement (√)
910,084	236,439	C$113,024,263	81.2x	n/a

Onex Corporation Management Information Circular 2026

ONEX

I. SVS NOMINEES (CONTINUED)

Sarabjit S. Marwah
Toronto, Ontario, Canada

Age: 74
Director since: 2022
(Independent)

Board/Committee
Attendance: 100%
2025 Election Result: 97.48%

For Withhold

Sarabjit S. Marwah is the former Vice-Chair and Chief Operating Officer of Scotiabank. He retired in 2014 after 35 years with Scotiabank. He held several other senior positions at Scotiabank, including Chief Financial Officer, Executive Vice-President Finance and Senior Vice-President & Comptroller. He was a Senator in the Senate of Canada from 2016 to 2023.

Mr. Marwah is a member of the Board of Directors of Cineplex Entertainment and previously served on the Board of Directors of George Weston Ltd., TELUS and Torstar Corporations. He also served as Chair of the Hospital for Sick Children, Chair of the Humber River Regional Hospital and as Director of several other nonprofit institutions.

Mr. Marwah holds a Bachelor of Economics (Honours) from the University of Calcutta, a Master of Economics from the University of Delhi and a Master of Business Administration from the University of California, Los Angeles.

Onex Board/Committee Memberships	Public Company Board Memberships
Board	Cineplex Entertainment
Audit Committee
Number of Subordinate Voting Shares and Deferred Share Units Owned
---	---
SVS	DSUs(2)
2,000	18,276

Onex Corporation Management Information Circular 2026

ONEX

I. SVS NOMINEES (CONTINUED)

Robert Shanfield
Delray Beach, Florida, U.S.A.
Age: 66
Director since: 2025
(Independent)
Board/Committee
Attendance: 100%
2025 Election Result: 99.14%

For Withhold

Robert Shanfield is an experienced investor and business leader with over 30 years in private equity. From 1998 to 2021, he was a Partner at Landmark Partners, co-leading the private equity secondaries business and serving on all fund investment committees – a time during which the market grew from its infancy to over $130 billion in annual transaction volume. After Landmark's sale to Ares Management in 2021, Mr. Shanfield served as an Advisory Partner until 2023. Previously, Mr. Shanfield spent a decade at GE Capital focused on LBO financing and private equity investments.

Mr. Shanfield has served on the Corporate and Foundation Boards of Connecticut Children's Medical Center and is currently Vice Chairman of the Board for the EJS Project, an organization supporting at-risk teens in Florida.

Mr. Shanfield holds a Bachelor of Arts from Boston College and a Master of Business Administration from the University of Virginia's Darden School.

Onex Board/Committee Memberships	Public Company Board Memberships
Board
Compensation, Governance and Nominating Committee
Number of Subordinate Voting Shares and Deferred Share Units Owned
---	---
SVS	DSUs(2)
10,350	3,427

Onex Corporation Management Information Circular 2026

ONEX

I. SVS NOMINEES (CONTINUED)

Sara Wechter
New York, New York, U.S.A.

Age: 45
Director since: 2024
(Independent)

Board/Committee
Attendance: 100%

2025 Election Result: 98.32%

For Withhold

Sara Wechter is an accomplished executive with extensive experience in human resources and corporate strategy. Ms. Wechter currently serves as the Chief Human Resources Officer at Citigroup Inc., where she oversees the global human resources strategy for over 200,000 employees across more than 90 markets, and she has been instrumental in driving Citigroup's talent acquisition and development programs, pay-for-performance compensation programs, diversity, equity, and inclusion initiatives, and enhancing employee engagement.

Ms. Wechter began her career at Citigroup in 2004 and has held various leadership positions in investment banking and Citi's corporate M&A and strategy teams, prior to assuming the role of Chief of Staff to the CEO and two successive board Chairs. She also serves on the Board of Directors of the Citi Foundation, NYU Langone Board of Overseers, NYU Langone's KiDS Advisory Board and is a Vice Chair of the Marlene Meyerson JCC Board of Directors in New York City.

Ms. Wechter is a graduate of Emory University.

Onex Board/Committee Memberships	Public Company Board Memberships
Board
Compensation, Governance and Nominating Committee
Number of Subordinate Voting Shares and Deferred Share Units Owned
---	---
SVS	DSUs(2)
-	6,340

Onex Corporation Management Information Circular 2026

ONEX

I. SVS NOMINEES (CONTINUED)

Beth A. Wilkinson
Washington, D.C., U.S.A.

Age: 63
Director since: 2018
(Independent)

Board/Committee
Attendance: 100%

2025 Election Result: 100%

Beth A. Wilkinson is the founder of Wilkinson Stekloff LLP, a specialty trial and litigation law firm.

Ms. Wilkinson was previously a partner in two major U.S. law firms and served as General Counsel to Federal National Mortgage Association (Fannie Mae) from 2006 to 2008.

Ms. Wilkinson holds a Bachelor of Arts from Princeton University and a law degree from the University of Virginia School of Law.

Onex Board/Committee Memberships			Public Company Board Memberships
Board
Compensation, Goernance and Nominating Committee
Number of Subordinate Voting Shares and Deferred Share Units Owned
SVS	DSUs(2)	Aggregate Value of SVS and DSUs(3)	Multiple of Annual Retainer	Satisfies Director Share Ownership Requirement (✓)
-	35,244	C$3,474,397	10.0x	✓

Onex Corporation Management Information Circular 2026

ONEX

I. SVS NOMINEES (CONTINUED)

Jay A. Cohen
Stamford, Connecticut, U.S.A.

Age: 60
Director since: n/a
(Independent)

Board/Committee
Attendance: n/a

2025 Election Result: n/a

Jay A. Cohen is an experienced equity research analyst and business leader with over 30 years covering the insurance industry. From 1995 to 2020, he was a Managing Director at Bank of America Securities/Merrill Lynch, leading insurance equity research teams and advising institutional investors in marketing equity offerings throughout the insurance industry ecosystem. Previously, Mr. Cohen was an insurance analyst at Solomon Brothers as well as bond underwriter at Aetna Casualty & Surety.

Mr. Cohen is member of the Board of Directors of The Baldwin Group and the Stamford Museum and Nature Center. He is the founder of JC Images Photography.

Mr. Cohen holds a Master of Business Administration from Columbia Business School Boston College and a Bachelor of Arts in Managerial Economics from Union College..

Onex Board/Committee Memberships			Public Company Board Memberships
			The Baldwin Group
Number of Subordinate Voting Shares and Deferred Share Units Owned
---	---	---	---	---
SVS	DSUs(2)	Aggregate Value of SVS and DSUs(3)	Multiple of Annual Retainer	Satisfies Director Share Ownership Requirement (✓)
-	-	-	-	In progress.(6)

Onex Corporation Management Information Circular 2026

ONEX

II. MVS NOMINEES

The following director profiles provide a summary of relevant biographical and compensation information of the two directors to be voted on separately by the sole holder of MVS ("MVS Nominees"), including a description of their background and experience, year first elected or appointed as a director, age, most recent election result, meeting attendance, Board committee memberships and other public company boards on which they serve. The equity holdings of each MVS Nominee consisting of SVS and DSUs, and the "Aggregate Market Value of SVS and DSUs" for non-management directors are calculated based on the closing price of the SVS on the Toronto Stock Exchange on the Record Date (March 30, 2026), which was C$98.58.

Gerald W. Schwartz, O.C.

Toronto, Ontario, Canada

Age: 84

Director since: 1987

(Non-Independent,

Chairman)

Board/Committee

Attendance: $100\%$

2025 Election Result: $100\%$

For Withhold

Gerald W. Schwartz, O.C., is the Founder and Chairman of the Board of Onex. Mr. Schwartz was inducted into the Canadian Business Hall of Fame in 2004 and was appointed as an Officer of the Order of Canada in 2006.

Mr. Schwartz is a director of Indigo Books & Music Inc. and an honorary director of The Bank of Nova Scotia. Mr. Schwartz is Vice Chairman of Mount Sinai Hospital and serves as a director, governor or trustee of a number of other nonprofit organizations.

Mr. Schwartz holds a Bachelor of Commerce and a Bachelor of Laws from the University of Manitoba, a Master of Business Administration from the Harvard Business School and Honorary Doctorates from six other universities.

Onex Board/Committee Memberships		Public Company Board Memberships
Board (Chairman)
Number of Subordinate Voting Shares and Deferred Share Units Owned
SVS	DSUs(2)	Aggregate Value of SVS and DSUs(3)(4)(7)	Multiple of Annual Retainer	Satisfies Director Share Ownership Requirement (✓)
8,108,861	47,476	C$804,051,676	2,309.5x	✓

Onex Corporation Management Information Circular 2026

ONEX

II. MVS NOMINEES (CONTINUED)

Heather M. Reisman
Toronto, Ontario, Canada

Heather M. Reisman is Founder, Chief Executive Officer and director of Indigo Books & Music Inc. Ms. Reisman was inducted into the Canadian Business Hall of Fame in 2015 and was appointed as an Officer of the Order of Canada in 2019.

Ms. Reisman is also an officer of Mount Sinai Hospital and a former member of the Bilderberg Meetings Steering Committee. She is a former Governor of the Toronto Stock Exchange and of McGill University.

Ms. Reisman has received nine Honorary Doctorates including from the University of Toronto, McGill University, The Weizmann Institute of Science and The Technion University. Ms. Reisman studied at McGill University.

Age: 77
Director since: 2003
(Non-Independent)
Board/Committee
Attendance: 100%
2025 Election Result: 100%

For Withhold

Onex Board/Committee Memberships		Public Company Board Memberships
Board
Number of Subordinate Voting Shares and Deferred Share Units Owned
---	---	---	---
SVS	DSUs(2)	Aggregate Value of SVS and DSUs(3)(4)(7)	Multiple of Annual Retainer
1,282,016	112,899	C$137,510,752	395.0x

(1) The Management Deferred Share Unit Plan and Restricted Share Unit Plan are described under "Management Deferred Share Unit Plan" and "Restricted Share Unit/Performance Share Unit Plans".
(2) The Directors' Deferred Share Unit Plan is described under "Compensation of Directors and Named Executive Officers of the Corporation and its Subsidiaries — Directors". The Management Deferred Share Unit Plan and Restricted Share Unit Plan are described under "Management Deferred Share Unit Plan" and "Restricted Share Unit/Performance Share Unit Plans".
(3) Indicates the aggregate dollar value of the Subordinate Voting Shares, Deferred Share Units and Restricted Share Units of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised based on the closing price of the SVS on the Toronto Stock Exchange on March 30, 2026.
(4) Ms. Reisman and Messrs. Heersink, Le Blanc, Marwah and Schwartz have also invested, directly or indirectly, alongside the Corporation in certain investment funds sponsored or managed by the Corporation or its affiliated entities, their respective operating companies and/or other investee entities of the Corporation.

Onex Corporation Management Information Circular 2026

ONEX

(5) Mr. Le Blanc also holds options to acquire 840,006 Subordinate Voting Shares. As of December 31, 2025, Mr. Le Blanc held, directly or indirectly, individually or through his personal investment vehicles, investments made alongside the Corporation in certain investment funds sponsored or managed by the Corporation or its affiliated entities, their respective operating companies and/or other investee entities of the Corporation representing an aggregate approximate fair market value of $80.7 million.

(6) Pursuant to the Director Share Ownership Requirement, Ms. Carnoy, Ms. Wechter and Mr. Shanfield will have until 2029, 2030 and 2030, respectively, to satisfy the director ownership requirement to hold five times their annual retainer in Subordinate Voting Shares or Deferred Share Units of the Corporation.

(7) Mr. Schwartz also holds options to acquire 157,400 Subordinate Voting Shares. As of December 31, 2025, Mr. Schwartz held, directly or indirectly, individually or through his personal investment vehicles, investments made alongside the Corporation in certain investment funds sponsored or managed by the Corporation or its affiliated entities, their respective operating companies and/or other investee entities of the Corporation representing an aggregate approximate fair market value of $525.9 million.

(8) Mr. Heersink also holds options to acquire 224,000 Subordinate Voting Shares. As of December 31, 2025, Mr. Heersink held, directly or indirectly, individually or through his personal investment vehicles, investments made alongside the Corporation in certain investment funds sponsored or managed by the Corporation or its affiliated entities, their respective operating companies and/or other investee entities of the Corporation representing an aggregate approximate fair market value of $125.0 million.

ATTENDANCE OF DIRECTORS AT BOARD AND COMMITTEE MEETINGS

The following table sets forth the attendance of each nominee at the 2025 Board and Committee meetings.

Director	Board	Compensation, Governance and Nominating Committee	Audit Committee	Attendance
				Board	Committee
Lisa Carnoy	5 of 6	—	3 of 4	83.3%	75%
Mitchell Goldhar	6 of 6	—	—	100%	—
Ewout R. Heersink	6 of 6	—	—	100%	—
Robert M. Le Blanc	6 of 6	—	—	100%	—
Sarabjit Marwah	6 of 6	—	4 of 4	100%	100%
J. Robert S. Prichard(1)	6 of 6	2 of 2	4 of 4	100%	100%
Heather M. Reisman	6 of 6	—	—	100%	—
Gerald W. Schwartz	6 of 6	—	—	100%	—
Robert Shanfield(1)	5 of 5	2 of 2	—	100%	100%
Sara Wechter	6 of 6	3 of 3	—	100%	100%
Beth A. Wilkinson	6 of 6	3 of 3	—	100%	100%

(1) Mr. Shanfield was elected to the Board in May 2025 and attended all remaining 2025 Board meetings. Mr. Prichard and Mr. Shanfield were appointed as members of the Compensation, Governance and Nominating Committee in September 2025 and attended all remaining 2025 Compensation, Governance and Nominating Committee meetings.

Onex Corporation Management Information Circular 2026

ONEX

CORPORATE GOVERNANCE PRACTICES

The Board and management believe that compliance with applicable laws and stock exchanges requirements and the implementation of good corporate governance practices are important for the effective management of the Corporation and the creation of value for its shareholders.

Corporate Governance	Compensation	SVS Shareholder Rights
• 7 independent director nominees (majority)
• Separate Chair, CEO and Independent Lead Director
• Fully Independent Audit Committee (formerly, Audit, Nominating and Governance Committee)
• Fully Independent Compensation, Governance and Nominating Committee (formerly, Compensation and Management Resources Committee)
• In-camera sessions of all independent directors
• No overboarded directors
• 100% director Board meeting attendance level, save for 83% for one director
• Annual Say-on-Pay Advisory Resolution
• Annual director performance assessments
• Board Gender Diversity Policy (in compliance)
• Director continuing education program
• Oversight of Risk including Cybersecurity, Sustainability & Climate matters for Onex Corp
• Code of Business Conduct and Ethics
• Insider Trading and Anti-Hedging policies	• Executive Compensation with majority “at-risk” tied to specific performance indicators and Onex Share price
• Stock Options which may not be exercised unless Onex Share price increased by at least 25% over the exercise price
• STIP compensation awards determined by achievement of specific performance indicators
• Potential for $0 STIP and LTIP compensation for lack of performance
• Directors required to take 80% of annual retainers in DSUs (all have elected 100%)
• Director Share Ownership Requirement (5x annual retainer)
• Management Share Ownership Guideline (3x base salary)
• Non-Compensatory performance-based programs requiring personal at-risk capital investments
• Clawback of Incentive Compensation Policy
• No termination and change in control benefits for NEOs
• No automatic accelerated vesting of equity compensation for change in control	• Single class voting at annual meetings of shareholders
• Entitled to elect 80% of directors (voting separately as a class) until May 2029; 100% thereafter
• Majority Voting Policy for Directors
• Annual Election of Directors
• Entitled to cash, in-kind and stock dividends
• Prior approval right for any transfer of MVS (voting separately as a class)
• Fixed sunset date of election of 20% MVS directors (May 2029)

Onex Corporation Management Information Circular 2026

The Board, both generally and through the Compensation, Governance and Nominating Committee (the “CGN Committee”), is committed to remaining well-informed of the ongoing evolution of corporate governance standards and practices in Canada and more broadly. The Corporation also maintains an active investor engagement program, providing an ongoing opportunity for shareholders to raise corporate governance matters directly with the Corporation. While the Board believes the Corporation's corporate governance practices have been thoughtfully developed to be appropriate for the Corporation, it also recognizes that practices can and should evolve over time. The Board will continue to follow market or regulatory initiatives, to remain open to engagement with shareholders and to consider potential changes or refinements.

2025 Governance Developments

At the meeting of shareholders held in May 2023, 98.4% of SVS holders approved a special resolution to amend the articles of incorporation to revise the definition of “Event of Change” to, amongst other things, adopt a new three-year sunset provision to fix the end date of the MVS controlled voting structure. Further details regarding the amendment to the articles of incorporation are set forth under “Approval of the Articles Amendment” of the Corporation's 2023 circular dated March 27, 2023.

In connection with the fixed end date of the MVS controlled voting structure, the Board and management committed to evolve its governance framework from its founder-centric controlled investment company roots. In the short period since the approval of the special resolution in May 2023, the Corporation has implemented several governance changes in support of its transition to a non-controlled voting structure, including: separated the role of Chairman and the Chief Executive Officer;reconstituted and created the fully independent Audit Committee of the Boardreconstituted and created the fully independent CGN Committee of the Board;increased the representation of female directors of the Board from 27% to 36%;decreased average tenure of independent directors from 17.8 years in 2020 to 3.7 years as at the Meeting;decreased average tenure of all directors from 18.3 years in 2020 to 9.7 years as at the Meeting;accelerated the pace of Board refreshment in 2025 by nominating one new independent director in place of one retiring long-tenured director, adding a total of eight new directors over the past eight years;revised the executive compensation program to structure the majority of executive compensation as “at-risk” with enhanced pay-for-performance elements aligned with disclosed key performance objectives and transparent financial targets;evolved the Corporation's climate sustainability strategy to align with a net zero greenhouse gas (“GHG”) emissions goal by 2050 and adopted an industry accepted framework to set medium-term targets in the coming years;conducted a comprehensive competitive external audit and tax services request for proposal process resulting in a reconfirmation of independence for incumbent audit services firms and appointment of new tax services firm; andenhanced efforts to improve workplace culture, inclusion and engagement programs.

Board Composition and Independence

The Board has put forth eleven director nominees for election at the Meeting, the majority of whom are independent. The following seven director nominees are considered independent under relevant securities guidelines and have all confirmed that they have no direct or indirect business or other relationships that could reasonably be expected to interfere with the exercise of independent judgment:

ONEX

Director	Independent
Lisa Carnoy	✓
Jay A. Cohen	✓
Sarabjit S. Marwah	✓
Mitchell Goldhar	✓
Robert Shanfield	✓
Sara Wechter	✓
Beth Wilkinson	✓

Mr. Schwartz, the Founder and Chairman of the Corporation, transitioned from an executive role to non-executive Chair on May 11, 2023 or three years before the Meeting. As a result, he may be considered "independent" under applicable securities guidelines. For the same reasons, Ms. Reisman, as Mr. Schwartz's spouse, may also be considered "independent" under those guidelines. While Mr. Schwartz and Ms. Reisman may be considered technically independent for these purposes, the Board recognizes that passage of additional time with Mr. Schwartz in a non-executive capacity may further strengthen his independence profile. The Board intends to reassess both objective and subjective independence factors for Mr. Schwartz in future years to ensure the Board's independence conclusions remain aligned with widely recognized corporate governance practices. In any event, the Board is satisfied that each of Mr. Schwartz and Ms. Reisman has historically and is able to exercise independent judgment in the best interests of the Corporation.

While Mr. Le Blanc, the Chief Executive Officer and President of the Corporation and Mr. Heersink, Vice Chair of the Corporation, are not considered "independent" within the meaning of relevant securities guidelines, the Board believes that their status does not preclude each of them from exercising independent judgment with a view to the best interests of the Corporation.

None of the Corporation's current and proposed directors are members of the boards of more than two additional public companies. Mr. Goldhar, the Founder

of SmartCentres REIT, is chief executive officer of a public company other than the Corporation and consistent with prior years, Mr. Goldhar has maintained a 100% attendance record at Board meetings in 2025.

INDEPENDENT FUNCTIONING OF THE BOARD

Mr. Schwartz is Founder and Chairman of the Board. The Board firmly believes that it has implemented appropriate protections to ensure its independence is not impaired. Among other protections:

a majority of the directors are independent;
the Board selects and appoints an independent Lead Director to ensure that the Board functions independently of executive and non-independent directors (see also "Formal Board Mandate and Structure - Key Position Descriptions" of this Circular);
the two current standing committees of the Board are comprised entirely of independent directors elected by holders of SVS;
each scheduled Board meeting includes an in-camera session of directors in the absence of the CEO and management attendees as well as a separate in-camera session of independent directors chaired by the Lead Director;
each scheduled committee meeting includes an in-camera session of the committee members, all of whom are independent directors elected by holders of SVS, in the absence of the CEO and management attendees;
the Chairman of the Board and the Chief Executive Officer of the Corporation are separate roles held by different individuals;
the performance and compensation of Mr. Le Blanc (Chief Executive Officer) is considered and recommended by the independent CGN Committee for approval by the Board;
any director may provide the Lead Director with agenda items for discussion at any meeting and the Lead Director has the right to place items on the Board's agenda in his or her discretion;

Onex Corporation Management Information Circular 2026

ONEX

☑ any two directors may convene a meeting of the directors at any time to discuss any matter of concern;
☑ in addition to the two independent standing committees, additional independent committees may be struck from time to time if necessary or appropriate; and
☑ each director and committee of the Board is permitted to engage outside advisors at the expense of the Corporation, and with notice to the Lead Director, as appropriate.

For 2025, the position of Lead Director was held by J. Robert S. Prichard. Mr. Prichard has advised the Board that he will not stand for re-election and will retire from the Board as of the Meeting. The Board intends to appoint Beth Wilkinson as Lead Director shortly after the Meeting. Ms. Wilkinson brings a wealth of experience to the role, having served in senior leadership roles in both the public and private sectors.

DIRECTOR EDUCATION

The Corporation's directors continually seek to improve their knowledge of the Corporation and the opportunities and risks facing its business and have adopted several practices designed to achieve that result. Among other things:

In advance of each regular meeting, the Board receives written information and updates on the activities and performance of the Corporation and each of its investment platforms. The Corporation's executive team is available to answer questions and to receive Board input and guidance.
Board meetings may include in-depth sessions led by an outside expert or a member of the Corporation's senior management team regarding emerging issues or specific areas of the Corporation's business.
In addition to its regular quarterly meetings, the Board and certain members of the Corporation's executive management team will organize an off-cycle meeting focused exclusively on corporate strategy matters. These strategy meetings provide a dedicated forum to discuss in detail recent developments in the Corporation's business and its asset management and investment platforms, potential initiatives and strategic plans for further development and the associated material risks and

opportunities. The most recent meeting also included extended sessions in respect of the Corporation's approach to climate sustainability, workplace culture and information technology and cybersecurity functions with the senior executives leading those functions.

Regularly scheduled Board meetings include an in-depth presentation and question-and-answer session with the senior executives of one of the Corporation's asset management platforms or operating company affiliates. The selection of the business invited to present depends on various factors, including the opportunities being considered and challenges being faced by the business and key strategies to grow, advance or improve the business. The nature, extent and pace of interaction with business teams continues to evolve along with the growth of the Corporation's asset management business in both size and scope.

The directors believe that these practices together with their regular interaction with the Corporation's executive team and other professionals allow them to acquire and maintain a deep understanding of the Corporation, its businesses, and the continually changing risks and opportunities it faces.

BOARD COMPOSITION AND DIRECTOR TENURE

The Board has refrained from adopting a formal, prescriptive term limit or a mandatory retirement age policy in favour of maintaining a flexible approach through the annual assessment of each director's performance and contribution individually.

Tenure of Directors

Onex Corporation Management Information Circular 2026

ONEX

Rather than being restricted by fixed time-based criteria, the Board understands that in certain circumstances tenure and seasoned experience can be critical in guiding strategic decisions. Given a material portion of the Corporation's investing capital is allocated to longer-term direct operating company and private equity investments in a variety of industries and geographies, maintaining continuity through accumulated institutional knowledge and a deep understanding of the Corporation's complex business operations are benefits of tenured directors. However, the Board is also mindful of the benefits of balancing new and diverse perspectives with seasoned experience to ensure the Board is well-equipped to address evolving business challenges. The Board intends to continue a process of refreshment as it completes the transition to a "one share, one vote" non-controlled voting structure. As part of this director refreshment process:

Mr. Prichard has advised the Board that he will not stand for re-election and will retire from the Board as of the Meeting. The Board expresses its deepest thanks and appreciation to Mr. Prichard for his dedicated service and contributions as a valued member of the Board, Lead Director and member of both the Audit Committee and Compensation, Governance and Nominating Committee; and
through the recommendations of the CGN Committee, the Board is pleased to nominate Jay A. Cohen for election as a new SVS director at the Meeting.

Mr. Cohen recently retired from a leading global financial institution as a highly regarded equity research analyst with deep knowledge of and experience in the insurance industry.

With the retirement of Mr. Prichard and the election of Mr. Cohen, 55% of the Corporation's directors will have been newly elected over the past five annual meetings.

In addition, as part of the ongoing process of strategic Board refreshment:

the average tenure of independent directors has decreased from 17.8 years in 2020 to 3.7 years in 2026;
the average tenure for all directors of the Board decreased from 18.3 years in 2020 to 9.7 years in 2026;
the average tenure of non-executive directors decreased from 17.7 years in 2020 to 9.8 years in 2026;

Tenure of Independent Directors

the overall percentage of directors with tenure greater than 12 years has decreased from 66.7% in 2020 to 27.3% in 2026; and
the overall percentage of independent directors with tenure greater than 12 years has substantially decreased from 66.7% in 2020 to zero (0%) in 2026.

Average Director Tenure

BOARD AND CORPORATE DIVERSITY

The Board recognizes that broader perspectives contribute to the Corporation's innovation and growth. The Board adopted a Director Diversity and Inclusion Policy that sets an objective to maintain a minimum 30% of directors who identify as women. Four of the eleven

Onex Corporation Management Information Circular 2026

ONEX

(or 36%) director nominees proposed for election at the Meeting are women.

The Board also supports the re-election of Mr. Marwah based on his strong performance and meaningful contributions as a director, and notes that his background also supports the Board's broader diversity objectives beyond gender.

Onex believes the business case for creating an inclusive environment that attracts top talent across a diversity of skills, experience and backgrounds is clear. The competitive advantage offered by a multitude of perspectives enhances problem-solving and decision making and ultimately, better performance for the Corporation and its shareholders, investors, clients and stakeholders.

Onex aims to strengthen its commitment, approach and responsibility to fostering diverse employee teams and an environment where everyone feels a sense of belonging, the removal of bias, promotion of allyship and continuous learning. In support of these objectives, the Corporation established the Diversity & Inclusion Leadership Council ("Council") as a core piece of enhancing inclusion throughout the firm. The Council, co-chaired by Onex' Chief Executive Officer and Managing Director - Shareholder Relations and Communication, is comprised of representatives across the firm who lead the ongoing development, management and communication of firm-wide initiatives and is tasked with driving action and positive change. Among other actions and initiatives the Council has sponsored, the Corporation has:

launched several employee resource groups ("ERGs") to cultivate opportunities for professional development, education and outreach in the workplace;
enrolled all Onex employees in continuing education programs designed to help improve understanding of inclusion dynamics in the workplace, as well as how to understand, take notice of and disrupt implicit bias;
invested in talent acquisition resources to enhance candidate networking efforts aimed at increasing the volume of diverse representation in candidate pools;
pursued various partnerships with external organizations in support of ERG efforts, including:
joining Out Investors, a global organization designed to make the direct investing industry more inclusive through a dedicated network operating in major financial centers which offers networking opportunities and resources for member organizations and their LGBTQ+ employees;
partnering with Girls Who Invest, a nonprofit dedicated to increasing the number of women in investment management through education, mentoring, and internships;
sponsoring the Sponsors for Educational Opportunity (SEO) Alternative Investment Conference, an organization that aims to expand industry knowledge and career opportunities in the alternative investment industry for individuals from ethnic minority backgrounds;
sponsoring the Out for Undergrad (O4U) career conference which connects high-achieving LGBTQ+ undergraduates with leading employers across various industries; and
acknowledging the importance and ramifications of the matters commemorated during the National Day for Truth and Reconciliation in Canada and on the Juneteenth National Independence Day in the United States; and
established a charitable giving program that includes substantial corporate giving and corporate matching which encourages and incentivizes charitable giving and activities by employees.

Onex incorporates workplace inclusion and demographic related questions into annual employee engagement surveys to understand the composition of its overall team as well as to provide employees with an opportunity to submit anonymous feedback on belonging, perception or experienced bias, engagement and the effectiveness of Council initiatives. The results of the most recent employee engagement survey report:

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ONEX EMPLOYEE DIVERSITY

✓ the number of employees who were female or identified as such in 2025 was 37%, up slightly from 36% in 2024;
✓ currently 33% of executive, senior management and other leadership positions are held by individuals who identify as women; and

✓ employees who identified as members of an ethnic minority in 2025 was 36% which represented a slight decrease from 38% in 2024.

In consultation with the Council, Onex has established several key priorities for the coming years: to increase representation from individuals with different perspectives, skills and backgrounds; to improve belonging and engagement for all team members; and to support the learning and development of all individuals. These near-term priorities are backed by action plans which include integrating employee engagement survey metrics into the formal performance review process, publishing transparent career development frameworks across all teams, providing anti-bias and workplace inclusion training, enhancing talent acquisition practices to broaden and diversify the candidate pool and empowering ERGs to drive engagement, education and awareness throughout the firm.

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DIVERSITY OF SKILLS & EXPERIENCE

The Corporation's directors have diverse business and professional backgrounds and a wide range of public and private company experience. Consistent with the view that the Board should be comprised of directors with a broad range of experience and expertise, the Board has developed a skills and experience matrix to identify those areas which contribute to the Board's ability to carry out its mandate effectively.

Director	Location	CEO Experience	Finance & Accounting	Capital Markets	Corporate Governance	Risk Management & Compliance	Government, Public-Policy, Intergovernmental Affairs	Human Resources & Compensation	Information Technology & Cybersecurity	International Business
Gerald W. Schwartz	Canada	✓	✓	✓	✓	✓	✓	✓		✓
Lisa Carnoy	U.S.A.		✓	✓	✓	✓		✓		✓
Jay A. Cohen	U.S.A		✓	✓						✓
Ewout R. Heersink	Canada		✓	✓	✓	✓		✓
Robert M. Le Blanc	U.S.A.	✓	✓	✓	✓	✓		✓		✓
Sarabjit S. Marwah	Canada		✓	✓	✓	✓	✓	✓	✓
Mitchell Goldhar	Canada	✓	✓				✓			✓
Heather M. Reisman	Canada	✓	✓		✓		✓	✓	✓
Robert Shanfield	U.S.A.		✓	✓	✓	✓		✓		✓
Sara Wechter	U.S.A.		✓	✓	✓	✓		✓		✓
Beth A. Wilkinson	U.S.A.	✓			✓	✓	✓	✓

DIRECTOR RECRUITMENT, NOMINATION AND PEER REVIEWS

The Board is maintained at an appropriate size to facilitate effective decision-making. The Board has appointed a committee of independent directors to assist the Board in fulfilling its oversight responsibilities in identifying, recommending and nominating new members. The CGN Committee considers the competencies, skills, diversity and perspectives that the Board, as a whole, should possess or that may provide incremental value and evaluates each current Board member and prospective new directors against that framework. As discussed above, the Board has made substantial progress in Board refreshment over the past several years with the retirement of eight long-serving directors since 2018 and the nomination and/or election of eight new directors over the same time period.

It is the responsibility of the CGN Committee to oversee the orientation of new directors. Orientation is tailored to the particular background of the new director and would typically include a review of the Board's mandate and policies, the mandates of Board committees and past Board materials, a discussion of expected time commitment and participation, introduction to the Corporation's senior management team and, over time, interaction with key management of the Corporation's various investment platforms and significant operating companies. Director orientation may also include detailed sessions with one or more members of the Corporation's executive team.

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Each Board member completes an annual corporate governance questionnaire to assist in assessing the effectiveness of the Board and its committees, as well as formal peer reviews to evaluate the contribution and performance of each individual director. The questionnaire addresses Board and committee structure and composition, Board leadership, strategic planning, risk management, operational performance and Board processes and effectiveness as well as asking directors not only to comment on the Board's current structure and practices but also to propose improvements. The results are discussed in depth by the CGN Committee and any recommendations or material observations are presented to the Board.

The CGN Committee is charged with director recruitment, nomination and director performance reviews.

Shareholder Engagement

Onex is proactive in maintaining a high-level of shareholder engagement and continually increases efforts to create constructive dialogue with its shareholders and the investing community. The Corporation's Shareholder Relations team regularly interacts with shareholders to promote open dialogue, promptly respond to questions and receive feedback. In addition, the Shareholder Relations team connects shareholders to certain members of the Corporation's senior leadership team. These interactions include in-person and virtual meetings, quarterly earnings conference calls and webcasts, investor days and presentations, as well as the Meeting.

Excluding SVS held by Onex' directors and management (approximately 18%) and those shareholders the Corporation is unable to identify based upon the best information available (approximately 8%), Onex has interacted with shareholders representing approximately 55% of the SVS in the past 12 months.

Cybersecurity

Cybersecurity is among the highest level of priority for the Corporation. Onex has established a dedicated cybersecurity team which maintains a comprehensive firm-wide cybersecurity program to protect its systems, operations and the information stored within. The Audit Committee maintains an active oversight role in reviewing cybersecurity practices and receives at minimum, quarterly cybersecurity updates from the Managing Director -- Enterprise Technology, who leads the Corporation's program and works closely with senior management to develop and advance the firm's cybersecurity strategy.

As part of the Corporation's ongoing cybersecurity operations, the cybersecurity team regularly conducts testing, ongoing monitoring and threat detection to identify vulnerabilities that could be exploited by attackers often using various automated tools as well as a managed service provider. The team examines and validates the cybersecurity program and cyber risk posture annually with third parties, measuring it against industry standards and established frameworks, such as the National Institute of Standards and Technology (NIST), Center for Internet Security and the International Organization for Standardization (ISO). The Corporation maintains a comprehensive Security Incident Response Policy, an Incident Response Plan, and Incident Response Playbooks to ensure that any non-routine events are properly investigated and escalated where necessary. On an annual basis, these plans, policies and processes are validated and practiced with senior management and representatives from key areas of the firm through a cyber incident tabletop simulation exercise. The Corporation frequently engages with third-party cybersecurity consultants to plan and facilitate scenario planning and preparedness exercises around cyber incidents.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics (the “Code”) to reflect the Corporation's commitment to a culture of honesty, integrity and accountability and to outline the basic principles and policies with which all directors, officers and employees of Onex are expected to comply. A copy of the Code is available on written request made to the Corporation at 161 Bay Street, 49th Floor, Box 700, Toronto, Ontario M5J 2S1, Attention: General Counsel and Corporate Secretary.

The Board is responsible for monitoring compliance with the Code. This monitoring is achieved through systems and processes implemented by management that are designed to result in wide dissemination of the Code, to encourage compliance with its provisions, to encourage consultation with appropriate members of management

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to the extent that guidance is necessary or desirable, and to facilitate the reporting of actual or suspected breaches. Any breach or concern would be investigated by management as appropriate and, depending upon the circumstances, either dealt with by management with the results reported to the Board or referred to the Board for further action. The Code specifies that no individual who reports a violation or potential violation or who cooperates in the investigation of a violation or potential violation will be subject to harassment, discipline or retaliation as a result of such report.

In its private equity investment platforms, Onex requires each of its operating companies to adopt policies that reflect the core principles of good governance as reflected in the Corporation's robust Whistleblower, Code of Business Conduct & Ethics, Anti-Bribery & Corruption and Non-Discrimination & Anti-Harassment policies, detailed anti-money laundering and know-your-customer processes, and a cybersecurity program that includes a formal policy and ongoing employee training and testing. The chief executive officer of each of Onex' operating companies is required to certify annually that: (i) he or she has caused the Code (or a comparable code of business conduct and ethics adopted by the Board of the particular operating company) to be disseminated to all employees of the operating company; and (ii) he or she is not aware of any instance of non-compliance or breach of the Code.

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SUSTAINABILITY & RESPONSIBLE INVESTING

Onex has been a responsible investor since its inception and has committed to managing and investing capital with these principles at the forefront, benefiting our shareholders, investors and employees, as well as the broader communities where the Corporation and its investment companies operate.

The Board maintains oversight of the Corporation's approach to sustainability at the public company level, which the Corporation defines broadly to include many of the factors that help to ensure businesses are successful over the long term, including governance best practices, prudent human capital management and management of environmental and climate-related risks. The Board collaborates with management to consider the risks and opportunities related to climate change and receives regular updates to guide, monitor and review the progress of such priorities, initiatives and action plans applicable to the Corporation.

| Onex Climate Sustainability: Principles, Stewardship & Oversight | • Board oversight of Onex sustainability and responsible investing matters for the public company
• Leadership of Head of Sustainability supported by Onex-wide Sustainability Committee
• Onex Sustainability Policy
• Onex Climate Change Strategy |
| --- | --- |
| Memberships & Affiliations | • United Nations Principles for Responsible Investment Signatory
• IFRS Sustainability Alliance Member
• ESG Data Convergence Initiative Participant
• Initiative Climat International Member |
| Climate: Goals & Achievements | • Net Zero Goal by 2050
• Developed Medium-Term Targets based on Private Markets Decarbonization Roadmap for certain investment funds
• Above median ranking in almost all Principles for Responsible Investment categories |
| Carbon Measurement | • Carbon accounting and management platform implemented
• Measurement of Scope 1, Scope 2 and select Scope 3 carbon emissions for public company operations; all measured carbon emissions offset through verified carbon offsets
• Carbon measurement/estimation done for operating companies in certain PE funds
• Carbon emissions estimated for most Credit funds |

In consultation with the Board, management developed and continually refines Onex' Sustainability policy and Climate Change Strategy, which are available at www.onex.com. These policies serve as the foundation of Onex' climate and sustainability processes and commitments.

As an investor and multi-strategy alternative asset manager, Onex believes that embedding climate and sustainability considerations into its investment decisions and actively encouraging sustainability initiatives within its private equity and directly held operating companies can have a positive influence in creating long-term value and

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mitigating risk for shareholders and investors. Onex believes that climate and sustainability risks and opportunities need to be systemically integrated to drive responsible and successful investment decisions. Systematically considering climate and sustainability risks and opportunities as part of a wholistic investment decision-making process allows investment teams to understand how those risks and opportunities may impact investment value over near, medium and long-term time horizons. The Corporation also understands that formal integration of sustainability factors is becoming increasingly important to shareholders, investors and employees. Each investment platform includes formal sustainability assessments in their investment decision-making process, utilizing relevant aspects of the Sustainable Accounting Standards Board (SASB) Standards (now part of the IFRS Foundation), the Task Force on Climate-Related Financial Disclosure (TCFD) guidance and third-party research (where applicable) as a starting point for more detailed sustainability diligence investigations and assessments.

The Board received a presentation from the Head of Sustainability at its September 2025 meeting regarding the current state of Onex' climate and sustainability commitments and the advancements made throughout 2025, including the key milestone of adopting the Private Markets Decarbonization Roadmap (“PMDR”) to guide target setting for Onex' net zero GHG emissions goal for 2050. The 2050 net zero GHG goal is supported by a range of initiatives underway or planned for the coming years as well as specific steps and actions to be taken to operationalize relevant medium-term targets set using the PMDR. The Board and management are committed to integrating climate considerations into the Corporation's current and future operations and have undertaken various initiatives, actions and processes in furtherance of this effort, certain of which are summarized below.'

Climate Change Strategy: Net Zero Goal by 2050 and Development of Medium-Term Targets using PMDR

In 2023, Onex set a goal for certain of its investment assets, where we control or have significant influence, to align with net zero GHG emissions by 2050 and to support the transition to global net zero GHG emissions by 2050 using climate action best practices, subject to any fiduciary duty and applicable legal and regulatory obligations.

In 2025, the Corporation continued its development on a comprehensive strategy to deliver on the 2050 net zero goal, including the adoption of the PMDR to guide the establishment of medium-term targets for certain investment funds within Onex' investment platforms. Developed by Bain & Company on behalf of the Initiative Climat International (“iCI”) and the Sustainable Markets Initiative's Private Equity Task Force, the PMDR was the result of a large-scale collaboration and consultation process, including input from more than 250 general partners, limited partners and global sustainability organizations, with the objective of translating high-level target-setting frameworks on decarbonization and net zero GHG emissions into a practical approach to classification and disclosure of investment operating companies' approach to carbon measurement and reduction.

Carbon Emissions Measurement and Reporting

Onex acknowledges the importance of measuring the carbon emissions associated with its own operations. The Corporation has quantified and disclosed Scope 1, Scope 2 and select Scope 3 carbon emissions associated with its own public company operations and has subsequently purchased verified carbon offsets in respect of them.

Onex continues to advance its understanding of climate risks and opportunities across both its investment platforms and investment assets which will allow Onex to develop more robust climate-related reporting for shareholders and investors. Onex has also implemented a carbon accounting and management platform which allows the Corporation to better track and monitor carbon-related key performance indicators from several of its private equity operating companies, the financed emissions, as well as its operational emissions.

Additional details on Onex' approach to climate change and carbon reduction are set out in the Onex Climate Change Strategy available at www.onex.com.

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FORMAL BOARD MANDATE AND STRUCTURE

MANDATE OF THE BOARD OF DIRECTORS

The Board has adopted a written mandate setting out its responsibilities for the stewardship of the Corporation. The mandate of the Board is to oversee the management of the business of the Corporation by the executive officers and managers of the Corporation and includes the following duties and responsibilities:

approving the Corporation’s long-term strategy and monitoring its overall performance against that strategy;
reviewing annually the strategic plan, including opportunities and risks, and approving significant new initiatives;
assessing the principal risks inherent in the business activities of the Corporation specifically including cybersecurity risks and environmental, social, governance matters, among others, and the mechanisms available to manage and monitor those risks;
reviewing succession planning and the appointment of officers and senior executives of the Corporation;
overseeing the development and implementation of the Corporation’s executive compensation policies and programs;
approving and monitoring compliance with the Corporation’s Code of Business Conduct and Ethics;
satisfying itself as to the integrity of the Chief Executive Officer and other senior executives and that they foster a culture of integrity within the Corporation;
reviewing financial performance and reporting and the integrity of the Corporation’s internal control and management information systems; and
reviewing and monitoring the Corporation’s adherence to high standards of corporate governance and openness to shareholder feedback.

KEY POSITIONS DESCRIPTIONS

The broad mandate of the Board, and its duties and responsibilities described above, serve to define the relationship between the Board and management. They work together in a collegial manner without an excessively structured or hierarchical format, consistent with the highly entrepreneurial nature of the Corporation. The following are current position descriptions for the Chair and the Lead Director:

Chair

The Chair is principally responsible for providing effective leadership of the Board, ensuring that the Board meets its obligations and functions effectively, acting in an advisory capacity on behalf of the Board to the Chief Executive Officer and other senior members of management, managing the relationship between management and the Board and assisting in managing shareholder engagement and maintaining the Corporation’s founding principles and core values.

Lead Director

The Lead Director is appointed to facilitate the functioning of the Board independently of management and non-independent directors, to ensure independent directors have an independent contact on matters of concern to them and to ensure the Board’s agenda will enable it to successfully carry out its duties. In particular, the Lead Director will provide leadership to the Board if circumstances arise in which the Chair and/or Chief Executive Officer may be, or may be perceived to be, in conflict and chairs those Board sessions that are attended only by independent directors. The Lead Director will be knowledgeable on corporate governance practices and developments and will be able to provide the necessary guidance to the Board. The Lead Director may also be a member of the standing committees of the Board

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and will work with the Chairs of the committees in the regular and ongoing assessment of the effectiveness of individual Board and committee members.

COMMITTEES OF THE BOARD

The Board has established two standing committees, (i) the Audit Committee and (ii) the Compensation, Governance and Nominating Committee, the responsibilities of each of which are summarized below. Other committees of the Board may be appointed from time to time if required. The proceedings of the committees are reviewed by, and their recommendations are brought for consideration to, the full Board. The Board considers modifications to committee responsibilities and procedures as regulatory expectations, best practices and processes continue to evolve and as Canadian securities regulators continue to propose changes to applicable rules and guidelines.

Audit Committee

In 2025, the Audit Committee ("Audit Committee") was comprised of three directors, Messrs. Marwah (Chair) and Prichard and Ms. Carnoy. Each member of the Audit Committee is an independent director pursuant to the applicable guidelines and the heightened independence requirements applicable to audit committee members under Canadian securities laws. The Audit Committee reviews the financial qualifications of its members and has determined that each member of the Audit Committee is financially literate and that at least one has the experience level of a financial expert, all as contemplated by applicable law. As discussed in "Board Composition and Director Tenure" of this Circular, Mr. Prichard will not stand for re-election at the Meeting and will retire from the Audit Committee. Subject to his election by shareholders at the Meeting, the Board intends to appoint Mr. Shanfield to join Mr. Marwah and Ms. Carnoy on the Committee. The Board believes that Mr. Shanfield's significant financial experience and expertise exceed the required qualifications for financial literacy and that he will add meaningful contributions to future Audit Committee discussions.

The Audit Committee's mandate includes overseeing the Corporation's external audit, including reviewing and evaluating the external audit plan, key accounting policies, internal controls, and the level of access to records and cooperation provided by management during the audit. The Audit Committee also oversees the Corporation's accounting systems, financial risk management, and the adequacy of its insurance coverage. In carrying out this mandate, the Audit Committee reviews the Corporation's annual and quarterly consolidated financial statements, Management's Discussion and Analysis, the external auditor's report, and earnings press releases. The Audit Committee reports its findings to the Board for consideration in connection with approving annual financial statements for issuance and, where delegated by the Board, may approve the issuance of quarterly financial statements. The Audit Committee is also responsible for assessing the external auditor's independence and establishing the criteria for non-audit services that the external auditor is prohibited from providing.

Compensation, Governance and Nominating Committee

In 2025, the CGN Committee was comprised of four directors, Mss. Wechter (Chair) and Wilkinson and Messrs. Prichard and Shanfield. The Board recognizes the importance of appointing directors to the CGN Committee whose business experience and professional backgrounds enable them to provide informed oversight of the Corporation's compensation philosophy, corporate governance, and risk management practices. The Board also believes it is important that CGN Committee members understand how compensation and risk management interact, and how pay-for-performance practices for an investor and multi-strategy alternative asset management business, one that primarily competes with non-Canadian asset managers, may differ from those of a conventional Canadian public company. Accordingly, the Board believes the CGN Committee is well qualified to oversee the development and implementation of effective compensation, corporate governance, and risk management practices for the Corporation. As discussed in "Board Composition and Director Tenure" of this Circular, Mr. Prichard will not stand for re-election at the Meeting and will retire from the CGN Committee.

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The CGN Committee is responsible for identifying, recommending and nominating candidates for election to the Board. It also oversees the Corporation's governance framework, including reviewing and monitoring governance policies and related disclosure, and monitoring compliance with the Corporation's Code of Business Conduct and Ethics. On behalf of the Board, the CGN Committee also reviews director compensation annually, and periodically considers external market data (including director compensation surveys) for companies of comparable size and complexity.

The CGN Committee establishes and administers the Corporation's compensation policies and programs. It determines the Chief Executive Officer's compensation and reviews and approves compensation for certain senior executives, based on the Chief Executive Officer's recommendations. The CGN Committee also reviews and approves the Corporation's related disclosure (see "Compensation Discussion and Analysis" in this Circular). In addition to compensation matters, the CGN Committee oversees certain non-compensatory investment plans and programs under which certain members of senior management and investment professionals are required to invest in, or acquire other contingent entitlements relating to, acquisition and investment transactions undertaken by the Corporation's investment funds. These plans and programs are described under "Management Alignment of Interests with Shareholders" in this Circular and are generally similar to arrangements used by other alternative asset management and investment firms. The CGN Committee reports its recommendations to the Board and, for the compensation of the Chief Executive Officer and certain senior executives, submits its recommendations to the Board for approval.

The CGN Committee has broad responsibility for overseeing the Corporation's corporate governance policies, including the implementation of governance changes to support the Corporation's transition to a "one share, one vote" non-controlled company. The CGN Committee also monitors compliance with the Corporation's Code of Business Conduct and Ethics and reviews the director compensation program annually. Under its mandate, the CGN Committee will also review and evaluate director nomination proposals for the Board and its committees, and will identify, recommend and report on director nominees for the Board's consideration and approval.

COMPENSATION OF DIRECTORS OF THE CORPORATION

The Corporation's director compensation philosophy is to create a structure that is simple while appropriately compensating non-executive directors for the time, expertise, and effort required to serve as a director of a large and complex alternative asset manager.

Non-Executive Directors' compensation for 2025 consisted of the following components. There was no change from 2024.

	Non-Executive Directors	Incremental Board Member Fees
		Non-Executive Chair	Lead Independent Director	Audit & CGN Committee Chairs	Audit & CGN Committee Members
Annual Retainers	$250,000	$750,000	$40,000	$50,000	$27,500

The first $50,000 of a non-executive director's annual retainer is paid quarterly in the form of cash or director deferred share units ("Director DSUs") at the choice of each director and the balance of $200,000 is paid as a single annual amount in the form of Director DSUs. Directors, Chairs and committee members do not receive meeting fees or any other form of per diem amount but are reimbursed for reasonable expenses incurred in respect of their activities as directors. All incremental Committee and Lead Director fees are payable quarterly in the form of cash or director deferred share units ("Director DSUs") at the choice of each director.

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In connection with the succession, retirement and transition of Mr. Schwartz from Chief Executive Officer to non-executive Chairman of the Board, Mr. Schwartz receives an annual Chair fee of $750,000 in addition to the non-executive director annual retainer. As of May 11, 2023, Mr. Schwartz no longer receives any base salary, annual bonus, other additional cash compensation or awards under the Corporation's equity incentive plans, nor does he participate in future carried interest plans and/or management investment programs described in "Firm Managed Funds and Other Investments" of this Circular. Mr. Schwartz has elected to receive the Chair fee and annual retainer in the form of Director DSUs.

The CEO & President (Mr. Le Blanc) and Vice Chair (Mr. Heersink) do not receive any director compensation

ALIGNMENT OF NON-EXECUTIVE DIRECTOR AND SHAREHOLDER INTERESTS

Non-Executive Director Stock Ownership Guidelines

In order to promote alignment of the interests of directors with shareholders of the Corporation, the Board requires each non-executive director of the Board to hold shares and/or Deferred Share Units of the Corporation with an amount equal to or greater than five times the current $250,000 annual retainer. Newly elected directors have up to six years to achieve the required minimum director share ownership level. Compliance with the director share ownership requirement and the current holdings of each director are set forth in this Circular under "Election of Directors". Various members of the Board are also meaningfully invested directly in the managed investment funds that collectively comprise the business of the Corporation. As a result, directors are well aligned with the interests of both public shareholders and private fund investors.

Investment of Director Fees

A Deferred Share Unit Plan for directors ("Directors' DSU Plan") was adopted in 2004 with a view to aligning directors' compensation with the long-term interests of shareholders and allows directors the opportunity to benefit from the appreciation in the value of the Onex Share price through a redemption of Director DSUs for cash upon retirement from the Board. The Directors' DSU Plan provides that a director may elect annually to receive all or a portion of his or her directors' annual retainer in Director DSUs. The number of Director DSUs received in respect of the portion of the annual retainer required to be paid in the form of Director DSUs ($200,000 in 2025) is calculated by reference to the Corporation's closing share price on the trading day immediately preceding the Corporation's annual meeting of shareholders. The number of Director DSUs received in respect of a quarterly amount is calculated by reference to the entitlement for that quarter and the Corporation's share price at the end of the quarter. Director DSUs vest immediately, are redeemable only once the holder retires from the Board and must be redeemed within one year following the year of retirement. Director DSUs are redeemable only for cash and no Shares or other securities of the Corporation will be issued on the exercise, redemption or other settlement thereof.

Hedging Policy

All directors are subject to the Corporation's insider trading policy, which includes an anti-hedging policy. The policy governs the buying and selling of Onex shares as well as expressly prohibiting the creation, buying or selling of any convertible or exchangeable security, put or call option, or other financial instrument designed to hedge or offset a change in the market value of Onex shares and to any other transaction that involves the acquisition or disposition of all or part of the economic risk or return associated with the ownership of Onex equity or with its financial performance.

NON-EXECUTIVE DIRECTOR COMPENSATION TABLE

The following table sets out the total compensation paid to Non-Executive Directors in fiscal 2025. Directors who served in any capacity for a portion of the fiscal year were compensated on a pro-rated basis.

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In fiscal 2025, total compensation to the directors of the Corporation for the year ended December 31, 2025 was $3,256,625 and, as a whole, directors received 100% of their compensation in Director DSUs.

Director	Annual Retainer	Incremental Board Member Fees				Total Fees Earned (↓) (↓)	Portion of total fees received in DSUs
	Board (↓)	Non-Executive Chair (↓)	Lead Director (↓)	Committee Chair (↓)	Committee Member (↓)
Lisa Carnoy	250,000				27,500	277,500	100%
Mitch Goldhar	250,000					250,000	100%
Sarabjit Marwah	250,000			50,000		300,000	100%
John McCoy(2)	12,500			5,000	2,500	20,000	100%
J. Robert S. Prichard(3)	250,000		40,000		48,125	338,125	100%
Heather M. Reisman	250,000					250,000	100%
Gerald. W. Schwartz	250,000	750,000				1,000,000	100%
Robert Shanfield(4)	237,500				20,625	258,125	100%
Sara Wechter(5)	250,000			37,500	3,625	291,125	100%
Beth A. Wilkinson	250,000				21,750	271,750	100%

(1) Each director elected to receive all fees payable to her or him in respect of 2025 Board, and if applicable, Committee and Lead Director service in the form of Director DSUs.
(2) Mr. McCoy retired from the Board at the May 2025 meeting.
(3) Mr. Prichard will not stand as a nominee for re-election and will retire from the Board and member of the Audit Committee and CGN Committee as of the Meeting.
(4) Mr. Shanfield was elected to the Board and was appointed as a member of the CGN Committee in May 2025.
(5) Ms. Wechter was appointed as the Chair of the CGN Committee in May 2025.

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BUSINESS MATTER #3:

ADVISORY RESOLUTION ON APPROACH TO EXECUTIVE COMPENSATION ("SAY-ON-PAY")

The Board believes that shareholders should have the opportunity to fully understand the objectives, philosophy and principles underpinning compensation decisions and to participate in an advisory vote on the Board’s approach to executive compensation.

At the Meeting, the Board will put forth the following advisory resolution giving shareholders an opportunity to express their support for the Corporation’s approach to executive compensation as described under “Compensation Discussion and Analysis” of this Circular (the “Say-on-Pay Resolution”). A “say-on-pay” advisory vote was conducted at the Corporation’s 2025 annual meeting of shareholders, with over 95.8% of votes cast in support of the Corporation’s approach to compensation.

The Board and management recommend that shareholders vote FOR the approval of the following Say-on-Pay Resolution.

“BE IT RESOLVED, on an advisory basis and without diminishing the role and responsibilities of the Board of Directors, that the shareholders of the Corporation accept the approach to executive compensation disclosed in the management information circular delivered in advance of the annual meeting of the shareholders of the Corporation held on May 14, 2026.”

While the results of an advisory resolution are not binding on the Board, the CGN Committee will consider the voting results when reviewing the Corporation’s executive compensation programs in the future and may make recommendations to the Board. The Corporation will publicly disclose the Say-on-Pay Resolution voting results following the Meeting.

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COMPENSATION DISCUSSION AND ANALYSIS

The Corporation’s compensation programs are designed to support pay for performance and to align the interests of the Corporation’s executives with the long-term interests of shareholders. This section describes our approach to compensation and policies, practices, programs and incentive compensation outcomes for our Named Executive Officers (“NEOs”):

Our 2025 NEOs include:

Robert M. Le Blanc – Chief Executive Officer & President
Christopher A. Govan – Chief Financial Officer
Ronnie Jaber – Head of Onex Credit
Tawfiq Popatia – Head of Onex Partners
Michael Lay – Head of ONCAP

ABOUT ONEX

Onex was founded in Toronto in 1984 to make private equity investments in companies located primarily in North America. Onex has since grown its operations into a global multi-strategy alternative asset management business with offices in Toronto, New York City and London and is strategically reorienting the allocation of its capital from our private equity portfolio into new direct investment opportunities with attractive long-term return potential. Onex focuses its capital allocation to industries where we have a strong track record and core expertise, with the goal of generating strong risk-adjusted returns for shareholders and increasing transparency to assist investors in measuring our performance. We create value through recurring management fees and performance-related fee allocations generated by managing third-party capital through our asset management investment platforms, from the recurring net income and free cash flow from direct investments and long-term ownership and governance of operating businesses, and through normal course distributions and dividends from our private equity portfolio operating companies.

GLOBAL COMPETITION FOR CAPITAL AND TALENT

We compete for capital in the same global markets as leading alternative asset managers, including with large institutional asset managers, many of whom are based in the United States and allocate capital globally.

We compete for talent globally across various of the world’s financial centers – in particular, New York, London and Toronto – for investment professionals, operating executives and asset management specialists whose compensation practices are shaped by the global market, often with a U.S. bias. Accordingly, the Corporation’s compensation programs (both quantum and structure) are designed using a market-informed approach that reflects these competitive dynamics. This includes benchmarking against similarly sized U.S. and global alternative asset managers, as well as similarly situated peers in the Canadian and U.S. financial services industry, while continuing to align pay outcomes with Onex’ long-term performance and shareholder value creation.

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ONEX' COMPENSATION PHILOSOPHY

Onex' compensation philosophy is designed to attract, motivate and retain top-quality professionals, align their interests with those of Onex and its shareholders over the long term, and reward performance that supports the sustained creation of shareholder value. The compensation program is intended to drive performance across our businesses and to ensure total compensation reflects an individual's role and contributions towards creating demonstrable value. While this performance and value-based philosophy is consistent across the program, the structure of awards may differ to reflect the different responsibilities of corporate executives and senior leaders within each principal investment platform.

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ELEMENTS OF COMPENSATION

Compensation of the Corporation’s executives generally consists of three principal components:

(i) base salary;
(ii) short-term incentive compensation program (“STIP”) aligned with annual key performance indicators (“KPIs”); and
(iii) long-term incentive compensation program (“LTIP”) using performance-based equity or equity-linked awards directly aligned with Share price performance.

Each component has a different purpose but work collectively to reward and incentivize individual, corporate and, where relevant, business line and investment platform performance.

Base Salary

Salaries for executives, managers and investment professionals provide a baseline level of fixed pay that takes into account the scope of the role for our leadership team. With the exception of our CEO, we cap base salaries for our leadership team, including NEOs, at $400,000. We believe in keeping fixed costs low and that the majority of our NEOs’ compensation should be performance-based.

Short-Term Incentive Compensation Program ("STIP")

Annual incentives under the STIP are designed to reward performance achievements relative to specified annual Company and investment platform performance goals. The goals are set to focus on operational and strategic priorities that link to the creation of long-term shareholder value. The STIP compensation, typically delivered in the form of annual performance bonuses paid in cash and/or RSUs. The Corporation’s STIP aims to incentivize, recognize and reward senior executives for their collective contributions to the overall success of Onex through generating strong returns from its investing capital, improving the profitability of its asset management platforms, the strategic leadership of the firm and/or an investment platform and the executive’s efforts and successes in the key workstreams in which they have been involved.

The Corporation’s STIP for NEOs establishes a “target” STIP opportunity, with the final STIP award determined based on the performance against specific KPIs for the relevant performance year. Each NEO has a “target”

STIP opportunity, expressed in dollar terms. Actual STIP awards can range from 0% to 200% of target.

STIP compensation is fully “at-risk” compensation directly linked to the actual performance of the Corporation and its strategic priorities.

As discussed below in “Executive Compensation Program Developments”, the Corporation’s STIP compensation has been designed to strengthen pay-for-performance and align compensation more closely with shareholder interests, including through the use of KPIs tied to the Corporation’s strategic priorities.

Long-Term Incentive Compensation Program ("LTIP")

The LTIP compensation, typically delivered in the form of:

(i) performance-based stock options, which may not be exercised unless the Onex Share price increases by at least 25% over the exercise price (in addition to time vesting conditions);
(ii) performance share units (“PSUs”) linked to both the Corporation’s Share price and the achievement of specific performance goals and KPIs that support the long-term strategic priorities of the Corporation, settled in cash; and/or
(iii) restricted share units (“RSUs”) linked to the Corporation’s Share price, settled in cash.

Our LTIP awards provide a focus on sustainable long-term shareholder value creation, align senior leader interests with shareholders, reward appropriately and retain senior leaders.

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LTIP compensation is fully “at risk”. It is not fixed or guaranteed minimum annual compensation, and its value depends on the Corporation’s future share price performance, applicable vesting conditions and the achievement of objective KPIs required to realize that value. Each NEO receives an LTIP award, denominated in dollar terms at grant and which is issued using a mix of up to three award types as noted above. The mix is tailored to reflect the differing responsibilities of NEOs, and their respective contributions to driving Onex share price performance.

Although a significant portion of the value creation opportunity for NEOs who lead investment platforms is driven by investment results and carried interest opportunities within those platforms, the CGN Committee views LTIP tied to Onex share price performance as an effective way to align all NEOs’ interests with those of shareholders. Therefore, all NEOs receive a portion of their LTIP compensation in the form of equity-linked instruments. This approach encourages LTIP participants to prioritize platform-level strategies that support long-term, accretive share value.

Performance-Based Stock Options

Options issued under the Corporation’s stock option plan have several features that differentiate them from the stock options typically issued by other public companies.

Performance Threshold. Options are only eligible to be exercised if the Corporation’s Share price increases by at least 25% above the exercise price and have vested accordingly. The CGN Committee believe this Share price performance requirement feature significantly differentiates the Corporation’s option plan from the plans of most public companies. The Corporation’s executives can only exercise options and realize value if the Corporation has delivered meaningful value to shareholders.
Long Vesting Period. The emphasis on long-term value creation is bolstered by a five-year vesting period that is longer than a standard option plan vesting period (three or four years) and meaningfully longer than the typical vesting periods of RSUs and PSUs that many other issuers use as their principal form of long-term equity compensation (three years).
Long Term to Expiry. Options issued under the Corporation’s stock option plan typically have a ten-year term. The CGN Committee believes that the

long period of exercisability directly incentivizes executives to continue to create shareholder value well after their options have vested and, importantly, over the relatively long hold and value creation period of most alternative investments.

The value of stock options to an executive, in particular the investment gains/cash proceeds realized on a future exercise date (if any), is fully “at-risk” compensation that can result in zero monetary compensation for the executive where the Corporation’s Share price does not appreciate beyond the required 25% performance threshold.

Performance Share Units (“PSUs”)

In 2025, the CGN Committee approved separate PSU programs (each a “PSU Plan”) for corporate executives, including Mr. Le Blanc (CEO), and members of the Onex Credit investment platform, including Mr. Jaber (Head of Onex Credit).

For Mr. Le Blanc, PSUs granted as part of 2025 LTIP compensation will be measured for the performance period from January 1, 2026 to December 31, 2028 based on the performance metric of achieving a 10% target compound annual growth rate for the Onex Share price over the performance period.
For Mr. Jaber, PSUs granted as part of 2025 LTIP compensation will be measured for the performance period from January 1, 2025 to December 31, 2028 based on two performance metrics achieved by the Onex Credit investment platform: (i) target growth of run-rate fee-related earnings (“FRE”) to approximately $65 million; and (ii) impact of run-rate FRE growth to the Corporation’s enterprise value of approximately $300 million, measured at the end of the performance period.

The performance metrics for the PSUs are key drivers of shareholder value creation and are aligned with the Corporation’s strategic priorities. Further details of the PSU performance metrics and weights for the performance cycles are set out below under “Incentive Plan Awards”.

Results between threshold and target and between target and maximum are calculated using a straight-line interpolation. The potential payout range is from 0% to 200% and will be determined on the achievement of performance conditions. PSUs are fully “at risk” where

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payouts may be reduced to zero if performance conditions are not met, and the value realized may also decline if the Corporation’s share price does not appreciate or declines.

Restricted Share Units ("RSUs")

RSUs granted under the Corporation’s Restricted Share Unit Plan (the “RSU Plan”) are intended to support the Corporation’s long-term success by providing eligible employees with equity-linked incentives. RSUs are cash-settled awards that track the Corporation’s share price and are designed to encourage participants to focus their efforts on the Corporation’s growth and development in alignment with shareholders’ interests.

RSUs generally vest over three years. Once vested, each RSU entitles the holder to receive a cash payment equal to the then-current share price.

Because RSUs are settled based on the share price at vesting, their value is “at risk” and may be reduced if the Corporation’s share price does not appreciate or declines. RSUs also include customary provisions relating to dividend equivalents. Further details of the RSU Plan are set out below under “Restricted Share Unit/Performance Share Unit Plans.”

Firm Managed Funds and Other Investment Programs (Carried Interest)

For the NEOs other than Messrs. Le Blanc and Govan and for employees in selected investment platforms, the Corporation has established private investment funds that require employees to participate in the investments that Onex manages. Investment decisions for these funds are made by the investment professionals. This vehicle provides a recurring long-term incentive tied to a financial driver of shareholder value creation, our funds’ performance.

A significant portion of the financial opportunity for certain NEOs and investment professionals within the private equity and private credit investment platforms are generally delivered through carried interest investment programs. These investment programs require participants to invest personal at-risk capital with no realizable upfront value but rather offer the potential to realize future distributions based on the investment funds’ long-term private markets performance. See “Management Alignment of Interests with Shareholders” in this Circular.

In 2025, Messrs. Le Blanc and Govan did not receive any carried interest allocations nor participate in any new carried interest investment programs.

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Compensation Governance

Compensation governance is a core element of our executive compensation program. Oversight is shared among the Board, the CGN Committee and management, with clear roles designed to promote independent decision-making, appropriate checks and balances, and alignment with the Corporation's long-term strategy and shareholder interests. The following section describes these roles and responsibilities, the CGN Committee's use of independent compensation advice, and how shareholder feedback, including our annual Say-on-Pay vote, helps inform ongoing program design and evaluation.

Executive compensation for Mr. Le Blanc, Chief Executive Officer and President of Onex, is determined by the Board. In determining the appropriate level of compensation for Mr. Le Blanc, the Board gives substantial weight to the recommendation of the CGN Committee but retains ultimate oversight and responsibility for such compensation decisions. Compensation for the remaining NEOs is recommended by Mr. Le Blanc, reviewed and approved by the CGN Committee, and then reviewed with the Board. While the CGN Committee gives substantial weight to Mr. Le Blanc's recommendations, it retains ultimate authority and responsibility for setting compensation for all NEOs.

Role of the Board of Directors

The Board approves our Chief Executive Officer's compensation as well as reviews the CGN Committee's approval of compensation of other NEOs and certain senior executives. In determining the appropriate level and design of compensation for the CEO, the Board gives substantial weight to the recommendation of the CGN Committee.

Role of the CGN Committee

The CGN Committee includes four independent outside directors, including our Lead Independent Director. During 2025, the CGN Committee met three times and has overall responsibility for establishing, administering and overseeing the Corporation's executive and management compensation, incentive and investment policies and programs.

As part of their role, the CGN Committee:

determines and makes compensation recommendations to the Board with respect to the Chief Executive Officer, who is not present during these conversations, and
reviews and approves the compensation of certain senior executives, based on the Chief Executive Officer's recommendations.

The CGN Committee submits its recommendations to the Board for approval and ratification. The CGN Committee also sets the target STIP opportunity, KPIs and weightings for the Chief Executive Officer early in each performance year.

Role of the CEO

The CGN Committee in consultation with and based on the recommendations of the Chief Executive Officer, determines the compensation of the other NEOs and certain senior executives for review and approval by the CGN Committee. The Chief Executive Officer also recommends the target STIP opportunity, KPIs and weightings for the other NEOs and senior executives to the CGN Committee early in each performance year.

Role of the CGN Committee Independent Compensation Consultants

In 2023 and 2024, the CGN Committee engaged FW Cook as an advisor to analyze various market approaches to executive compensation for alternative asset managers, including the elements of compensation, participant eligibility, seniority and roles, KPIs, vesting terms and other similar performance conditions. FW Cook provided advice and recommendations on the design of a target STIP compensation program as well as adjustments to the mix of LTIP compensation, which were ultimately reviewed by the CGN Committee and incorporated into the redesigned executive compensation program for 2024 and more fully in 2025.

The CGN Committee relied on FW Cook's advice and insight to inform the eventual decision-making process for the redesigned executive compensation program. In assessing FW Cook's independence, the CGN Committee

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considered all the factors relevant for providing independent advice and determined that there were no conflicts of interest.

The total fees paid by Onex to FW Cook for 2025 and 2024 were $8,185 and $106,030, respectively. Other than the services described above with respect to compensation related matters, no additional services were provided to the Corporation by the independent compensation consultant.

In late 2025, the CGN Committee retained Meridian Compensation Partners, LLC to advise the Committee starting with the 2026 performance year. Meridian will provide independent advice to the Committee in connection with matters pertaining to executive compensation in light of the Corporation’s business strategy, pay philosophy, prevailing market practices, shareholder interests and relevant regulatory mandates.

Stakeholder Engagement / Say-on-Pay Advisory Resolution

A “say-on-pay” advisory vote was conducted at our 2025 annual meeting, with over 95.8% of votes (including 90% of SVS shareholder votes) cast in support of the Corporation’s approach to compensation. It is the CGN Committee’s belief that, based on the results of the advisory vote, our stockholders support our program.

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MANAGING COMPENSATION RELATED RISKS

The CGN Committee believes it is essential that the Corporation’s executives and employees be highly focused on the management of risk and the long-term strategic interests of the Corporation and not financially motivated to pursue short-term successes at the expense of those long-term interests. This belief drives the Corporation’s approach not only in respect of compensation matters but also in respect of the non-compensatory investment plans and programs described later in this Circular. The following program design elements have risk-mitigating features.

Market Data Approach

To help inform its decision-making, Onex benchmarks compensation across all investment platforms (Private Equity and Credit) as well as its firm-wide Client & Product Solutions and Corporate groups on a regular basis. This ensures all compensation decision-making (including budget planning and hiring, as well as annual compensation matters) is guided by a current understanding of market competitive and fair pay practices. Onex engages leading third-party compensation data providers, including McLagan (Aon Hewitt), Johnson Associates and Willis Towers Watson, to provide market compensation data and consulting services to support its ongoing benchmarking efforts. This broad approach ensures all positions are benchmarked with the external market accurately, considering the appropriate competitor set by each business platform and geographical region. The CGN Committee uses market data to help inform its decision-making regarding competitive pay levels and structures and use a broad range of survey sources and publicly available information as there are a limited number of directly comparable Canadian alternative asset managers.

STIP awards

A discussion of risk in the context of STIP opportunity typically focuses on whether the KPIs, targets, weightings or formulas used to determine STIP awards could encourage excessive short-term risk-taking or misconduct. As discussed below under “Executive Compensation Program Developments”, the Corporation has adopted a senior executive STIP which establishes at the start of the performance year a target STIP opportunity tied to specific KPIs aligned with the Corporation’s strategic priorities. The final STIP awards are based on achievements made against those specific KPIs at the end of the performance year.

The CGN Committee also retains discretion to adjust STIP awards by up to 25% of target, upward or downward, in exceptional circumstances. This discretion is intended to allow the CGN Committee to consider the quality of results and the impact of external factors on individual and Company performance. In addition, to mitigate short-term risk-taking, the Chief Executive Officer and Chief Financial Officer will receive 100% of any STIP award in RSUs, and the remaining NEOs and certain principal business unit leaders will receive 10% of any STIP award in RSUs, effectively deferring STIP cash compensation over a three-year period.

In the CGN Committee’s view, this STIP design aligns with the Corporation’s long-term value creation objectives and shareholder interests. Final STIP awards remain meaningfully performance-based, at-risk compensation linked to Onex’ Share price and are intended to discourage excessive short-term risk-taking.

NEO Share Ownership Guidelines

The CGN Committee encourages each of its NEOs to maintain equity ownership in an amount of at least 3 times their base salary to further align the interests of NEOs with shareholders. The CGN Committee views SVS, RSUs, PSUs and Management DSUs as analogous to equity holdings that contribute to an NEO’s Share ownership value. As of the date of the Circular, the majority of NEOs maintain equity holdings with an ownership value well in excess of 3 times salary ownership guideline, save for Mr. Lay who became on NEO in 2025 and is progressing towards the guideline objective. See “NEO & Management Ownership” of this Circular for further ownership details.

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LTIP Equity-Based and Equity-Linked Compensation

The Corporation's stock option plan is currently the only form of equity-based compensation that can be settled in Shares, although typically option exercises are settled in cash and do not result in the issuance of new Shares. The stock option plan's features, particularly the longer vesting and exercise periods and the requirement that the Corporation's share price be at least 25% above the exercise price before an option can be exercised (an objective, market-based performance condition), are intended to align option value with the Corporation's sustained success and the long-term interests of public shareholders, and to discourage excessive risk-taking for short-term gain.

In 2023, the Corporation adopted an RSU Plan that is linked to Share price performance and settled in cash equal to the number of vested RSUs multiplied by the then-current Share price. RSUs typically vest in equal instalments over three years, and the amounts ultimately received reflect share performance over the vesting period. The Corporation has also adopted PSU Plans for certain NEOs, senior executives and business leaders, with payouts tied to defined KPIs and/or tailored vesting terms. Together, RSUs and PSUs are intended to promote long-term performance and discourage excessive risk-taking for short-term gain.

In the view of the CGN Committee, the stock option plan, RSU Plan and PSU Plans provide meaningfully performance-based, at-risk compensation linked to Onex' Share price that supports the achievement of the Corporation's strategic priorities over the long term and aligns participants' interests with those of shareholders.

Clawback of Incentive Compensation

Clawback and recoupment concepts have always been an embedded and fundamental aspect of the Corporation's executive equity compensation and non-compensatory investment programs. In particular, the Corporation's stock option plan, RSU Plan, investment programs participation documents and remedy provisions in employment arrangements and restrictive covenant agreements provide for the forfeiture and, in many cases, clawback of the proceeds of option exercises and realized investment gains following specified types of conduct injurious to the Corporation, including unauthorized solicitation of Onex clients, investors and employees, undertaking competitive engagements harmful to Onex' interests, acting on Onex developed corporate opportunities or proprietary strategies and disparagement.

In addition, the above existing protections for the Corporation are enhanced by a STIP compensation clawback policy. The STIP compensation clawback policy provides for the recoupment of up to two years of STIP awards if a covered executive has engaged in misconduct that either (i) requires a material restatement of financial results and has received STIP compensation that would have been lower based on the restatement or (ii) caused material financial, operational or reputational harm to the Corporation resulting from a wrongful act such as intentional misconduct, theft, fraud, gross negligence and embezzlement.

Prohibition on Insider Trading and Hedging

The Corporation's insider trading policy, which includes an anti-hedging policy, further demonstrates its commitment to the optimal alignment of interests between the Board, management and shareholders. Onex' insider trading policy: (i) specifically states that active trading in its securities is strongly discouraged and that trades should be exclusively for investment, and not speculative, purposes; (ii) prohibits executives and employees from trading in the Corporation's shares at any time without first obtaining the consent of each of its Chief Financial Officer and General Counsel; and (iii) expressly provides that the policy applies not only to buying and selling Onex shares but also to creating, buying or selling any convertible or exchangeable security, put or call option, or other financial instrument designed to hedge or offset a change in the market value of Onex shares and to any other transaction that involves the acquisition or disposition of all or part of the economic risk or return associated with the ownership of Onex equity or with its financial performance.

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COMPENSATION OF NAMED EXECUTIVE OFFICERS OF THE CORPORATION

EXECUTIVE COMPENSATION PROGRAM DEVELOPMENTS

Many Onex executives' roles and responsibilities have expanded as the Corporation has developed separate private equity and credit investment platforms, along with broader asset management functions. Against this backdrop, Onex' executive compensation program is intended to align pay with overall corporate growth and long-term shareholder value creation. As discussed above, with the support of our independent compensation consultant, the Corporation completed a comprehensive review and redesign of its executive compensation program in 2024 to reflect Onex's evolving structure and operating model. The review focused on ensuring that executive roles, particularly within Mr. Le Blanc's senior leadership team, are appropriately incentivized to drive growth and value creation across Onex' diversified investment platforms through a program that emphasises:

(i) specific, measurable KPIs to determine STIP compensation; and
(ii) alignment with long-term Share price appreciation through equity-linked LTIP compensation awards using a mix of performance-based stock options, restricted share units ("RSUs") and/or performance share units ("PSUs").

The CGN Committee and management recognize the importance of using quantitative measures to determine STIP compensation and of incorporating objective, specific KPIs into well-designed STIP awards. Beginning in 2025, all NEOs participated in the redesigned senior executive STIP program. Each NEO will receive a target STIP opportunity with specific KPIs at the beginning of the performance year, and the final STIP award will depend on performance against the applicable KPIs measured at the conclusion of the relative performance year.

Named Executive Officer	Base Salary	Target STIP Opportunity	Target Annual Cash Compensation(1)
Robert M. Le Blanc	$1,000,000	$4,500,000	$5,500,000
Christopher A. Govan	C$400,000	C$1,600,000	C$2,000,000
Ronnie Jaber	$400,000	$3,500,000	$3,900,000
Tawfiq Popatia	$400,000	$2,000,000	$2,400,000
Michael Lay	$400,000	$1,875,000	$2,275,000

(1) Mr. Le Blanc and Mr. Govan receive 100% of any final STIP award in RSUs, and the remaining NEOs receive 10% of any final STIP award in RSUs, effectively deferring STIP cash compensation over a three-year period.

Base Salary

Base Salaries for Mr. Le Blanc and Mr. Jaber have remained unchanged since 2022 and for the remaining NEOs since 2014 or earlier.

Short-Term Incentive Program ("STIP")

Each eligible NEO may earn between 0% and 200% of their target STIP opportunity based on achieved performance against pre-set KPIs and performance goals, with 25% of target earned for threshold performance, 100%

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of target earned for target performance and a maximum of 200% for exceptional performance. For performance between threshold and target, and target and maximum, the payout is determined by linear interpolation.

The CGN Committee sets the target STIP opportunity, KPIs and weightings for the Chief Executive Officer, and the Chief Executive Officer sets the KPIs for the other NEOs and senior executives. The selected KPIs and weightings are intended to reflect the focus of each role and the executive's expected contribution to the Corporation, including driving returns on the Corporation's investing capital. In addition to these objective KPIs, executives are assigned qualitative goals that may relate to organizational development, department or team performance and/or individual performance.

For 2025, the CGN Committee selected the following target KPIs for Mr. Le Blanc which was used to assess his final STIP award.

Key Performance Indicator	Weight	Why It Matters
Investing Capital /Share Return	70%	Measures how effectively Onex is deploying its own balance sheet capital to grow intrinsic value per Share, linking investment performance directly to shareholder outcomes.
Fee Generating Revenue Raised	10%	Tracks success in attracting third-party capital into fee-generating strategies, which supports a more scalable, capital-lighter model and expands durable revenue sources.
Fee-Related Earnings	10%	A key indicator of the profitability and operating leverage of the asset management business, reflecting the strength and sustainability of recurring earnings.
Organizational Development	10%	Captures execution on leadership, talent, succession, culture and operating effectiveness that underpin long-term performance, risk management, and the ability to scale platforms responsibly.

With respect to 2025 STIP KPIs for Onex Corporation, the CGN Committee noted:

10% increase in investing capital per Share to $124.70 (C$171.15) throughout 2025 which was below the target KPI for investing capital per Share growth;

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fee-generating assets under management (“AUM”) was $43.9 billion, an increase of 24% over 2024 and above the target KPI for fee-generating AUM; and
FRE was a loss of $3 million which includes a positive contribution of $30 million from asset management activities, but the overall negative FRE was below the target KPI for FRE.

As discussed in more detail in their individual performance assessments, the Heads of Onex Credit, Onex Partners, and ONCAP are assessed on 2025 target KPIs aligned with their investment platforms as set by Mr. Le Blanc. Mr. Govan was also assessed on target KPIs that were set by and analogous to Mr. Le Blanc’s target KPIs for 2025.

Long-Term Incentive Program ("LTIP")

In addition to the STIP opportunities, earned based on the KPIs in each NEO’s STIP scorecard, the CGN Committee grants LTIP awards to the NEOs after considering the following factors:

Overall Onex corporate performance, performance of each of the Corporation’s investment platforms, and the individual performance of each NEO. The results under each NEO’s individual STIP scorecard are considered as part of this performance review.
Compensation market data, as noted under “Market Data Approach” above. Total incentive compensation opportunities (STIP plus LTIP) are intended to support competitive total compensation.
Each NEO’s leadership and potential in driving future shareholder value, including through talent development and business development initiatives.

The mix of LTIP compensation (performance-based stock options, PSUs, and RSUs) is tailored by NEO to reflect the differing responsibilities of NEOs, either as corporate executives or leaders of our principal investment platforms. All NEOs have a fraction of their LTIP awards allocated to vehicles – performance-based stock options, PSUs, and/or RSUs – whose ultimate value is linked to future firm-wide long-term performance outcomes and Share price returns that align with our shareholders.

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2025 COMPENSATION CONSIDERATIONS

In 2025, Onex made meaningful progress on its strategic priorities and strengthened its foundation for future value creation, despite an uncertain macroeconomic and geopolitical backdrop. In setting compensation levels for 2025, the CGN Committee considered a range of factors. Notable achievements for 2025 include:

Strategic Execution & Transformation	Meaningful progress on Onex’ strategy and positioned the Corporation for accelerated value creation and earnings growth, anchored by the acquisition of Convex and the new strategic relationship with AIG.
High-impact, Shareholder-Oriented Capital Allocation	Convex will become a core platform of Onex expected to generate recurring net income and free cash flow, supporting a clearer pathway to shareholder value creation.
Validation from High-quality Partners & Clients	AIG’s 35% partnership investment in Convex, subscription for 9.9% of Onex SVS and further commitment of $2 billion to Onex investment strategies reinforces the strength of Onex’ strategy and supports confidence in management’s execution.
Shift to a “capital-lighter” model	Strategic transition to smaller fund commitments (capped at 10%) and increased third-party capital, with the objective of reducing cash drag, improving balance sheet flexibility, and expanding fee-generating AUM and fee-related earnings.
Fundraising Momentum	Strong fundraising results in 2025, increasing fee-generating AUM by 24% to $43.9 billion across its investment platforms, demonstrating competitiveness in global capital markets.
Realization & Monetization Discipline	Private equity realizations exceeded $8 billion in 2025, reflecting continued focus on crystallizing returns and returning capital to limited partners, co-investors and Onex.
Platform Performance & Scaling	Onex Credit achieved a step-function increase in profitability (run-rate FRE of $60 million in 2025) and exceeded the 2023 Investor Day target, supporting the case for rewarding execution against scalable, recurring earnings growth objectives.
Operating Focus & “right to win”	Disciplined execution, concentrating on areas of proven strengths and informational advantages and enhancing compensation programs that reward long-term, risk-adjusted outcomes and strategic focus.
Transparency & Measurable Progress	Commitment to transparency and helping shareholders gauge progress supports KPI-based compensation designs tied to measurable operating and capital allocation outcomes.

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NEO COMPENSATION

Robert M. Le Blanc – Chief Executive Officer and President

Robert M. Le Blanc is Chief Executive Officer and President of the Corporation and is responsible for setting and overseeing the execution of Onex’ growth and capital allocation strategy.

The CGN Committee established a 2025 target STIP of $4.5 million for Mr. Le Blanc. The Corporate Performance Assessment yielded a 74% outcome resulting in a final STIP award of $3.33 million. 100% of the final STIP award for Mr. Le Blanc was delivered in equity linked to the Onex Share price (RSUs).

Key Individual Scorecard Highlights & Notes:

Strategy & Platform Evolution

Advanced strategic priorities across platforms in a challenging market backdrop.
Continued evolution toward a more scalable, capital-lighter model to support longer-term recurring earnings and free cash flow.

Capital Allocation & Balance Sheet Discipline

Strengthened balance sheet discipline to support a capital-lighter strategy by prioritizing initiatives that reduce cash drag, preserve liquidity and maintain flexibility.
Returned over $800 million to the Corporation.

Convex & AIG Strategic Relationship

Completed the Convex acquisition and executed integration/strategic plan.
Entered strategic relationship with AIG, including $2 billion fee-generating AUM commitment and future growth initiatives.

Asset Management & Recurring Earnings Growth

Continued progress in building a more durable earnings profile across asset management platforms.
Ending 2025 run-rate FRE of $17 million.

Fundraising & Client Outcomes

Fee-generating AUM growth of 24% to $43.9 billion.
Strengthened institutional relationships supporting repeatable capital formation.

Investing Performance & Realization Discipline

Private equity realizations of $8 billion and continued deployment into high-quality opportunities across private equity platforms.

Leadership, Talent & Culture

Strengthened executive operating cadence and accountability for multi-platform execution.
Leadership and team development initiatives.

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Key Performance Indicator	Weight	Target STIP Opportunity	2025	Final STIP Award	CGN Committee Assessment
Investing Capital /Share Return	70%	$3,150,000	61.3%	$1,930,123	Below Target
Fee Generating Revenue Raised	10%	$450,000	111.6%	$502,223	Above Target
Fee-Related Earnings	10%	$450,000	59.6%	$268,344	Below Target
Organizational Development	10%	$450,000	140.0%	$630,000	Above Target
		$4,500,000	74.0%	$3,330,691

2025 Compensation Outcome

Base Salary	$1,000,000
STIP (100% in RSUs)	$3,330,691
LTIP:	$11,540,000
PSUs	$3,600,000
Performance-based Options	$3,600,000
RSUs	$4,340,000
Total 2025 Compensation	$15,870,691

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ONEX

Christopher A. Govan – Chief Financial Officer(1)

Christopher A. Govan is Chief Financial Officer of the Corporation and is responsible for Onex’ corporate finance organization and a range of firm-wide corporate functions.

The CGN Committee established a 2025 target STIP of C$1.6 million for Mr. Govan. The Corporate Performance Assessment yielded a 70% outcome resulting in a final STIP award of C$1.12 million. 100% of the final STIP award for Mr. Govan was delivered in equity linked to the Onex Share price (RSUs).

Key Individual Scorecard Highlights & Notes:

Advanced balance sheet management priorities that reduce cash drag and support a capital-lighter model while maintaining flexibility for direct balance sheet opportunities.
Led the financial execution and governance of the Convex acquisition, positioning Convex as a core platform expected to contribute recurring net income and free cash flow.
Supported the focus on more consistent and growing fee-related earnings and improved transparency to help investors measure performance.
Oversight and financial execution supporting strong monetization and capital recycling.
Supported a smooth transition planning process and continuity of CFO leadership/insight.

Key Performance Indicator	Weight	Target STIP Opportunity	2025	Final STIP Award	CGN Committee Assessment
Investing Capital /Share Return	70%	C$1,120,000	61.3%	C$686,266	Below Target
Fee Generating Revenue Raised	10%	C$160,000	111.6%	C$175,568	Above Target
Fee-Related Earnings	10%	C$160,000	59.6%	C$95,411	Below Target
Organizational Development	10%	C$160,000	100.0%	C$160,000	At Target
		C$1,600,000	70.0%	C$1,120,246

2025 Compensation Outcome

Base Salary	C$400,000
STIP (100% in RSUs)	C$1,120,246
( $819,124 )
LTIP (RSUs)	$2,500,000
Total 2025 Compensation	$3,610,964

(1) Mr. Govan stepped down as CFO on February 20, 2026 after 11 years in the role, and Ms. Meg McClellan was appointed CFO. He will remain as Vice Chair to support a seamless transition. The Board and management recognize his valued contributions to Onex.

Onex Corporation Management Information Circular 2026

ONEX

Ronnie Jaber – Head of Onex Credit

Ronnie Jaber is Head of Onex Credit and is responsible for investments, strategic initiatives and overall management of the Onex Credit investment platform.

The CGN Committee established a 2025 target STIP of $3.5 million for Mr. Jaber. The Onex Credit Performance Assessment yielded a 127% outcome resulting in a final STIP award of $4.45 million. 10% of the final STIP award for Mr. Jaber was delivered in equity linked to the Onex Share price (RSUs).

Key Individual Scorecard Highlights & Notes:

Fee-generation revenue raised of $32 million exceeded target, supported by meaningful institutional investments.
Achieved a step-function increase in profitability (run-rate FRE of $60 million in 2025) and exceeded the 2023 Investor Day target, supporting the case for rewarding execution against scalable, recurring earnings growth objectives.
Delivered FRE target KPI for 2025 reflecting disciplined execution against profitability objective and increased fee-generating AUM by 24% in line with target KPI for 2025.
Onex Credit NAV return in CLO and other Onex Credit strategies were below KPI target in 2025.

Key Performance Indicator	Weight	Target STIP Opportunity	2025	Final STIP Award	CGN Committee Assessment
Onex Credit CLO NAV Return	5%	$175,000	53.7%	$93,981	Below Target
Onex Credit NAV Return excl CLOs	5%	$175,000	0.0%	$0	Below Threshold
Fee-Generating Revenue Raised	35%	$1,225,000	200.0%	$2,450,000	Above Target
Fee-Related Earnings	45%	$1,575,000	99.0%	$1,559,929	~At Target
Organizational Development	10%	$350,000	100.0%	$350,000	At Target
		$3,500,000	127.3%	$4,453,910

2025 Compensation Outcome

Base Salary	$400,000
STIP:	$4,453,910
Cash	$4,008,519
RSUs	$445,391
LTIP:	$7,990,000
PSUs	$7,650,000
RSUs	$340,000
Total 2025 Compensation	$12,843,910

Onex Corporation Management Information Circular 2026

ONEX

Tawfiq Popatia – Head of Onex Partners

Tawfiq Popatia is Head of Onex Partners and is responsible for Onex Partners’ operations and overall performance and is a member of the Onex Partners Investment Committee.

The CGN Committee established a 2025 target STIP of $2.0 million for Mr. Popatia. The Onex Partners Performance Assessment yielded a 109% outcome resulting in a final STIP award of $2.19 million. 10% of the final STIP award for Mr. Popatia was delivered in equity linked to the Onex Share price (RSUs).

Key Individual Scorecard Highlights & Notes:

Onex Partners funds delivered a 12% annual gross return in 2025, up from 5% in 2024 but overall NAV return was below KPI target in 2025.
Meaningful progress on capital return and liquidity exceeded the distributed paid-in capital KPI target for 2025.
Returned $3.7 billion to funds and $4.2 billion to co-investors), up from $2.4B and $2.5B, respectively, in 2024.
Progress on fee-generating revenue raised and fee-related earnings but below KPI threshold for 2025.
Exceptional leadership transition to Head of Onex Partners during the year, sustaining continuity and execution while supporting team morale through the deeply felt and unexpected loss of Mr. Nigel S. Wright, Co-Head of Onex Partners.

Key Performance Indicator	Weight	Target STIP Opportunity	2025	Final STIP Award	CGN Committee Assessment
Onex Partners NAV Return	50%	$1,000,000	78.8%	$788,290	Below Target
Distributed to Paid-in Capital	25%	$500,000	200.0%	$1,000,000	Above Target
Fee-Generating Revenue Raised	7.5%	$150,000	0.0%	$0	Below Threshold
Fee-Related Earnings	7.5%	$150,000	0.0%	$0	Below Threshold
Organizational Development	10%	$200,000	200.0%	$400,000	Above Target
		$2,000,000	109.4%	$2,188,290

2025 Compensation Outcome

Base Salary	$400,000
STIP:	$2,188,290
Cash	$1,969,461
RSUs	$218,829
LTIP (Performance Options)	$750,000
Total 2025 Compensation	$3,338,290

Onex Corporation Management Information Circular 2026

ONEX

Michael Lay – Head of ONCAP(1)

Michael Law is Head of ONCAP and is responsible for participating in investment decision-making, supporting team development, leading the relationship between ONCAP and Onex, meeting founders and CEOs of potential future ONCAP investment companies, and connecting with limited partner investors.

The CGN Committee established a 2025 target STIP of $1.875 million for Mr. Lay. The ONCAP Performance Assessment yielded a 91% outcome resulting in a final STIP award of $1.7 million. 10% of the final STIP award for Mr. Lay was delivered in equity linked to the Onex Share price (RSUs).

Key Individual Scorecard Highlights & Notes:

ONCAP funds delivered a 12% annual gross return in 2025 with overall NAV return below KPI target in 2025.
Meaningful progress on capital return and liquidity exceeded the distributed paid-in capital KPI target for 2025.
Fee-generating revenue raised exceeded KPI target for 2025, supporting continued platform development and fundraising momentum.
Fee-related earnings slightly above KPI target for 2025.
ONCAP leadership succession of Mr. Lay was completed during 2025, supporting stability and execution going forward.

Key Performance Indicator	Weight	Target STIP Opportunity	2025	Final STIP Award	CGN Committee Assessment
ONCAP NAV Return	45%	$843,750	48.2%	$406,266	Below Target
Distributed to Paid-in Capital	25%	$468,750	122.4%	$573,750	Above Target
Fee-Generating Revenue Raised	7.5%	$187,500	124.6%	$233,601	Above Target
Fee-Related Earnings	7.5%	$187,500	110.0%	$206,317	Above Target
Organizational Development	10%	$187,500	150.0%	$281,250	Above Target
		$1,875,000	90.2%	$1,701,184

2025 Compensation Outcome

Base Salary	$400,000
STIP:	$1,701,184
Cash	$1,531,066
RSUs	$170,118
LTIP (Performance Options)	$750,000
Total 2025 Compensation	$2,851,184

(1) After 25 years with ONCAP, Mr. Lay transitioned to Executive Chair on January 1, 2026, and Messrs. Stephen Marshall and Adam Shantz became Co-Heads of ONCAP. Mr. Lay will continue to provide guidance and support to the ONCAP team.

Onex Corporation Management Information Circular 2026

ONEX

SUMMARY COMPENSATION TABLE

The Summary Compensation Table which follows provides a summary of compensation earned by each of the NEOs for the last three fiscal years. Specific aspects of their compensation are dealt with in further detail on the following pages.

Name and principal position	Year	Salary ($)	Non-equity incentive plan compensation	Equity/Equity-linked incentive plan compensation			All other compensation ($)(4)	Total compensation ($)
				Share-based awards ($)
			STIP ($)		LTIP ($)
			Annual incentive plans: cash awards (1)	Annual incentive plans: RSU awards (2)	RSU/PSU awards (2)	Option-based awards (3)
Robert M. Le Blanc	2025	1,000,000	—	3,330,691	7,940,000	3,600,000	—	15,870,691
Chief Executive Officer and President	2024	1,000,000	—	1,341,878	3,468,000	6,510,000	—	12,319,878
	2023	1,000,000	—	2,300,000	—	5,201,000	—	8,501,000
Christopher A. Govan	2025	291,840	—	737,885	2,500,000	—	81,239	3,610,964
Chief Financial Officer	2024	278,000	—	151,349	697,545	1,046,317	193,500	2,366,711
	2023	302,440	571,377	—	756,086	1,134,130	137,703	2,901,736
Ronnie Jaber	2025	400,000	4,008,519	445,391	7,990,000	—	—	12,843,910
Head of Onex Credit	2024	400,000	5,000,000	—	5,760,000	750,000	—	11,910,000
	2023	400,000	3,100,000	—	—	750,000	—	4,250,000
Tawfiq Popatia	2025	400,000	1,969,461	218,829	—	750,000	—	3,338,290
Head of Onex Partners	2024	400,000	1,850,000	—	—	750,000	—	3,000,000
	2023	400,000	1,485,000	—	—	750,000	—	2,635,000
Michael Lay(5)	2025	400,000	1,531,066	170,118	—	750,000	—	2,851,184
	2024	—	—	—	—	—	—	—
	2023	—	—	—	—	—	—	—

(1) A portion of the annual incentive plan compensation, also referred to as final STIP compensation award, is paid in the form of RSUs. The amount of STIP compensation award paid as RSUs is reflected in the share-based awards sub-column titled "RSU STIP awards". For Messrs. Le Blanc and Govan, 100% of the annual incentive plan is paid in the form of RSUs.
(2) The amounts shown under "Share-based awards" represent the dollar amount computed by the Corporation based on the individual award grant date fair value of RSUs or PSUs which is calculated by the number of RSUs or PSUs granted multiplied by the closing price of the Share on the grant date.

In 2025, the CGN Committee approved a revised Onex Credit PSU Plan (the "2025 Onex Credit PSU Plan") for Mr. Jaber and the Onex Credit team which replaced the previously adopted Onex Credit PSU plan approved in 2024 (the "2024 Onex Credit PSU Plan"). In connection with adopting the 2025 Onex Credit PSU Plan, (i) a portion of PSUs previously awarded to Mr. Jaber under the 2024 Onex Credit PSU Plan were converted to RSUs which cliff vest three years from the original grant date and (ii) a portion of PSUs previously awarded to Mr. Jaber under the 2024 Onex Credit PSU Plan were cancelled and replaced by new PSUs awarded under the 2025 Onex Credit PSU Plan. Mr. Jaber's 2025 PSU award cliff vests after the end of a four-year performance period (January 1, 2025 to December 31, 2028). The cash-settlement value of Mr. Jaber's vested 2025 PSUs will be multiplied by the Corporation's Share price on the vesting date as well as a performance multiplier based on the Onex Credit investment platform achieving target growth of run-rate FRE to approximately $65 million and the corresponding run-rate FRE impact to the Corporation's enterprise value of approximately $300 million at the end of the performance period (December 31, 2028), with minimum threshold and maximum performance levels established. Finally, the CGN Committee approved a one-time special award to Mr. Jaber of RSUs which cliff vest three years from the date of grant in recognition of

Onex Corporation Management Information Circular 2026

his strong performance and material contributions to the Corporation. The incremental value of the 2025 PSU award in excess of the replacement value of the cancelled 2024 PSU award plus the one-time special RSU award are reflected as $7,990,000 of LTIP compensation received by Mr. Jaber for the fiscal year ending December 31, 2025.The amounts shown under “Option-based awards” represent the dollar amount computed by the Corporation based on the individual award grant date fair value, in accordance with International Financial Reporting Standards' authoritative guidance, and include amounts from awards granted for the respective performance years.Mr. Govan received a relocation/rental accommodation reimbursement in 2023, 2024 and 2025 which reduced his actual STIP award.Mr. Lay became an NEO in 2025.

Incentive Plan Awards

The following table provides LTIP compensation information with regard to the outstanding stock option, RSU and PSU awards held or earned by the NEOs as at December 31, 2025, which includes awards granted in respect of and before the 2025 performance year. The terms and conditions of the relevant Plans are described in detail below under “Stock Option Plan” and “Restricted Share Unit/Performance Share Unit Plans” and provide that vested options may be exercised only if the market value of an Onex Subordinate Voting Share (based on a five-day average closing price) is at least 25% above the relevant exercise price.

As a component of Mr. Le Blanc's 2025 LTIP compensation award, the CGN Committee awarded Mr. Le Blanc with PSUs that cliff vest after the end of a three-year performance period (January 1, 2026 to December 31, 2028). The cash-settlement value of Mr. Le Blanc's vested 2025 PSUs will be multiplied by the Corporation's Share price on the vesting date as well as a performance multiplier based on achieving a target 10% compound annual growth rate for the Onex Share price over the three-year performance period. In the event a minimum threshold compound annual growth rate of the Onex Share price is not achieved at the end of the performance period, no cash-settlement payment ($0) will be made to Mr. Le Blanc in respect of the 2025 PSUs.

Pursuant to the 2025 Onex Credit PSU Plan, Mr. Jaber's 2025 PSU award cliff vests after the end of a four-year performance period (January 1, 2025 to December 31, 2028). The cash-settlement value of Mr. Jaber's vested 2025 PSUs will be multiplied by the Corporation's Share price on the vesting date as well as a performance multiplier based on the Onex Credit investment platform achieving target growth of run-rate FRE to approximately $65 million and the corresponding run-rate FRE impact to the Corporation's enterprise value of approximately $300 million at the end of the four-year performance period (December 31, 2028). In the event a minimum threshold growth level of FRE is not achieved by the Onex Credit platform at the end of the performance period, no cash-settlement payment ($0) will be made to Mr. Jaber in respect of the 2025 PSUs.

ONEX

OUTSTANDING OPTION-BASED AND SHARE-BASED AWARDS (1)

	Option-Based Awards						Share-based Awards
Name / Award	Number of securities underlying unexercised options (#)		Option exercise price (C$)	Option expiration date	Value of unexercised in-the-money options (C$)(2)		Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested (C$)(3)	Market or payout value of vested share-based awards not paid out or distributed (C$)
	Vested	Unvested			Vested	Unvested
Robert M. Le Blanc:
Dec. 18, 2019 Options (4)	186,000	—	82.10	Dec. 18, 2029	5,582,976	—
Feb. 2, 2023 Options (5)	77,675	51,784	71.22	Feb. 2, 2033	3,176,613	2,117,742
Feb. 15, 2024 Options (6)	69,312	103,968	102.98	Feb 15, 2034	—	—
Feb. 28, 2025 Options (7)	46,498	185,991	105.07	Feb. 28, 2035	—	—
Feb. 27, 2026 Options (8)	—	118,778	104.77	Feb. 27, 2036	—	—
Feb. 15, 2024 RSUs (6)							15,225	1,703,898	—
Feb. 15, 2024 LTIP RSUs (7)							10,098	1,130,149	—
Feb. 28, 2025 STIP RSUs (7)							—	—	2,056,426
Feb. 28, 2025 LTIP RSUs (8)							36,617	4,433,734	—
Feb. 27, 2026 STIP RSUs (8)							—	—	4,865,734
Feb. 27, 2026 LTIP PSUs (8)							46,992	5,259,162	—
Christopher A. Govan:
Jan. 25, 2018 Options	50,000	—	92.15	Jan. 25, 2028	—	—
Dec. 18, 2019 Options (4)	419,000	—	82.10	Dec. 18, 2029	12,576,704	—
Feb. 2, 2023 Options (5)	35,871	23,914	71.22	Feb. 2, 2033	1,466,980	977,987
Feb. 15, 2024 Options (6)	14,848	22,272	102.98	Feb. 15, 2034	—	—
Feb. 28, 2025 Options (7)	7,474	29,895	105.07	Feb. 28, 2035	—	—
Feb. 15, 2024 RSUs (6)							3,261	365,005	—
Feb. 28, 2025 STIP RSUs (7)							—	—	231,942
Feb. 28, 2025 LTIP RSUs (7)							6,368	712,657	—
Feb. 27, 2026 STIP RSUs (8)							—	—	1,077,973
Feb. 27, 2026 LTIP RSUs (8)							23,862	2,670,515	—
Ronnie Jaber:
Feb. 2, 2022 Options (9)	16,000	4,000	92.36	Feb. 2, 2032	—	—
Feb. 15, 2024 Options (6)	10,000	15,000	102.98	Feb. 15, 2034	—	—
Feb. 28, 2025 Options (7)	5,357	21,429	105.07	Feb. 28, 2035	—	—
Feb. 15, 2024 RSUs (10)							63,223	7,075,715	—
Nov. 11, 2025 LTIP PSUs (11)							93,386	10,787,165	—
Nov. 11, 2025 LTIP RSUs (11)							16,379	1,833,113	—
Feb. 27, 2026 STIP RSUs (8)							—	—	650,662
Tawfiq Popatia:
Dec. 6, 2016 Options	40,000	—	93.94	Dec. 6, 2026	—	—
Dec. 18, 2019 Options	10,000	—	82.10	Dec. 18, 2029	300,160	—
Feb. 2, 2022 Options (8)	16,000	4,000	92.36	Feb. 2, 2032	—	—
Feb. 23, 2023 Options (5)	12,000	8,000	66.47	Feb. 23, 2033	547,752	365,168

Onex Corporation Management Information Circular 2026

ONEX

	Option-Based Awards						Share-based Awards
Name / Award	Number of securities underlying unexercised options (#)		Option exercise price (C$)	Option expiration date	Value of unexercised in-the-money options (C$)(2)		Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested (C$)(3)	Market or payout value of vested share-based awards not paid out or distributed (C$)
	Vested	Unvested			Vested	Unvested
Feb. 15, 2024 Options (6)	10,000	15,000	102.98	Feb. 15, 2034	—	—
Feb. 28, 2025 Options (7)	5,357	21,429	105.07	Feb. 28, 2035	—	—
Feb. 27, 2026 Options (8)	—	24,745	104.77	Feb. 27, 2036	—	—
Feb. 27, 2026 STIP RSUs (8)							—	—	318,233
Michael Lay
Dec. 6, 2016 Options	12,600	—	93.94	Dec. 6, 2026	—	—
Jan. 25, 2018 Options	12,975	—	92.15	Jan. 25, 2028	—	—
Dec. 13, 2018 Options	12,000	—	78.62	Dec. 13, 2028	401,952	—
Feb. 4, 2021 Options	20,000	—	72.22	Feb. 4, 2031	797,920	—
May 13, 2021 Options	16,000	4,000	82.58	May 13, 2031	472,576	118,144
Feb. 15, 2024 Options (6)	10,000	15,000	102.98	Feb. 15, 2034	—	—
Feb. 28, 2025 Options (7)	5,357	21,429	105.07	Feb. 28, 2035	—	—
Feb. 27, 2026 Options (8)	—	24,745	104.77	Feb. 27, 2036	—	—
Feb. 27, 2026 STIP RSUs (8)							—	—	247,396

(1) All amounts are presented in Canadian dollars unless otherwise indicated.
(2) Options are reflected as being in-the-money only if the applicable 25% performance threshold was met or exceeded at December 31, 2025.
(3) PSUs are reflected with a market or settlement payment value assuming the relevant target performance was met or exceeded at December 31, 2025. RSUs are reflected with a market or settlement payment value at December 31, 2025.
(4) The option grants to Messrs. Govan and Le Blanc were intended to equate to three years of expected annual awards. See "2019 Compensation Considerations" in the 2020 Circular.
(5) Options awarded in February 2023 were in respect of the performance year ending December 31, 2022.
(6) Options and RSUs awarded in February 2024 were in respect of the performance year ending December 31, 2023.
(7) LTIP RSUs awarded in February 2024 and Options and STIP RSUs awarded in February 2025 were in respect of the performance year ending December 31, 2024. STIP RSUs represent 100% of the final STIP compensation cash award deferred into vested RSUs.
(8) LTIP RSUs awarded in February 2025 and Options, STIP RSUs and LTIP PSUs awarded in February 2026 were in respect of the performance year ending December 31, 2025.
(9) Options and RSUs awarded in February 2022 were in respect of the performance year ending December 31, 2021.
(10) RSUs awarded to Mr. Jaber RSUs awarded in February 2024 were in respect of the performance year ending December 31, 2024.
(11) LTIP PSUs and RSUs awarded to Mr. Jaber in 2025 were intended to apply to an initial 4-year performance period from January 1, 2025 to December 31, 2028.

Onex Corporation Management Information Circular 2026

ONEX

The following table provides information with regard to stock options, RSUs and PSUs that vested during 2025 under the Corporation's stock option or RSU plans. The amounts presented below show the aggregate dollar value that would have been realized if such options, RSUs or PSUs had been exercised or settled on the relevant vesting date.

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 ($)
Robert M. Le Blanc	1,055,557	12,341,126	—
Christopher A. Govan	487,463	2,545,452	—
Ronnie Jaber	—	—	—
Tawfiq Popatia	173,516	—	—
Michael Lay	155,224	—	—

(1) The Onex Corporation stock option plan provides that vested options may be exercised only if the Corporation's share price (based on a five-day average closing price) meets or exceeds a performance threshold set at 25% above the relevant exercise price. Options for which the Corporation's share price of such shares is above the exercise price are reflected as being in-the-money/would have been realized only if such 25% performance threshold was met or exceeded as at the relevant vesting date. The terms and conditions of the Corporation's stock option plan are described in detail below under "Stock Option Plan".

(2) No PSUs issued to NEOs vested in 2024. The PSUs issued to Messrs. Le Blanc and Govan in February 2023 cliff vested in December 2025. The cash-settlement value for the vested PSUs was paid to Messrs. Le Blanc and Govan as the Corporation's share price (based on a five-day average closing price on the TSX) on the vesting date is at least 30% above the Corporation's share price at the date of grant; otherwise no cash-settlement payment ($0) will be made. PSUs for which the market or cash-settlement value of such PSU is above the grant date price are reflected as being of value only if such 30% performance threshold was "PSUs and their corresponding cash-settlement value will be determined based on the actual FRE achieved by the Onex Credit platform throughout the three-year performance period relative to the target FRE established by the Corporation at the date of grant, with such number of vested PSUs to be multiplied by the Corporation's Share price on the vesting date. The terms and conditions of the Corporation's RSU plan are described in detail below under "Restricted Share Unit/Performance Share Unit Plans".

STOCK OPTION PLAN

The Corporation's stock option plan (the "Option Plan") is intended to enhance shareholder value by: (i) providing long-term incentives to executives, senior management and certain other employees; (ii) supporting the attraction, retention and motivation of key personnel; and (iii) encouraging participants to build and maintain a meaningful investment in the Corporation, thereby aligning their interests with those of shareholders. The Corporation believes the Option Plan's design, particularly the requirement that the Corporation's share price increase by at least 25% above the exercise price before an option becomes exercisable, provides a more rigorous performance condition than traditional stock option plans and conventional PSU plans used by many public companies. In addition, the vesting and exercise terms reflect the long-term effort required to maximize shareholder value. See "Elements of Compensation – Stock Options" in this Circular.

The maximum number of SVS issuable under the Option Plan has remained fixed at 16 million since 2004 and can be amended only with shareholder approval. The Corporation has purchased for cancellation a substantial number of its outstanding SVS under its normal course issuer bids and other exempt transactions since the adoption of the Option Plan and the establishment of the number of SVS issuable thereunder, including 3,210,408 SVS repurchased under the NCIB in 2025. As a result, the total number of authorized options remaining available for issuance plus options that were outstanding as at December 31, 2025 represented 21.3% of the outstanding SVS on a fully diluted basis (22.4% on an undiluted basis). As at December 31, 2025, options were outstanding to purchase 3,458,016 SVS, representing 4.8% of the outstanding SVS on a fully-diluted basis (5.0% on an undiluted basis).

Onex Corporation Management Information Circular 2026

ONEX

The Option Plan expressly precludes a grant of new options if the grant would result in (i) the number of SVS reserved for issuance pursuant to options granted to insiders exceeding 10% of the issued and outstanding SVS, (ii) the issuance to insiders within a one-year period of a number of SVS exceeding 10% of the issued and outstanding shares, or (iii) the issuance to any one insider and his or her associates, within a one-year period, of a number of SVS exceeding 5% of the issued and outstanding shares.

The exercise price for each grant is determined by the CGN Committee and may not be less than the closing price of the shares on the trading day immediately preceding the date of grant. Options vest rateably over five years and may be exercised only if the Corporation's share price (based on a five-day average closing price) meets or exceeds a performance threshold of 25% above exercise price. The CGN Committee has generally approved the issuance of options with a ten-year term.

The Option Plan includes detailed provisions on what happens to an optionholder's rights when they leave Onex. In general, it provides for:

(i) a 90-day period to exercise vested options, provided the 25% performance threshold has been met or exceeded;
(ii) for optionholders who retire after long service, an extension of the exercise period for up to five years;
(iii) in the event of death of an optionholder, the 25% performance threshold is waived;
(iv) forfeiture of vested but unexercised options if the 25% performance threshold is not met by the end of the applicable exercise period; and
(v) forfeiture of all vested and unvested options upon termination for cause.

The Option Plan also provides for forfeiture and a clawback of value realized on option exercises within the preceding year if an optionholder resigns and, within one year, engages in a business that competes with the Corporation, or if the optionholder was terminated for cause. The Option Plan does not provide for accelerated or automatic vesting upon a change of control of the Corporation. The retirement extension described above is intended to maintain long-term alignment by exposing the optionholder to both upside potential and downside risk, and to discourage excessive risk-taking in advance of retirement.

The following table sets forth information in respect of the options outstanding or available for future issuance as of December 31, 2025. The Corporation has no other equity compensation plans that can be settled in issued securities. See also "Compensation Discussion and Analysis – Onex' Compensation Policies and Practices" of this Circular.

	Number of securities issuable upon exercise of outstanding options as at December 31, 2025 (#)	Weighted average exercise price of outstanding options (1) (C$)	Number of securities remaining available for future issuance under equity compensation plans as at December 31, 2025 (excluding shares issuable upon the exercise of outstanding options) (#)
Equity compensation plans approved by securityholders	3,458,016	86.73	11,899,308
Equity compensation plans not approved by securityholders	—	—	—

(1) Vested options may be exercised only if the Corporation's share price (based on a five-day average closing price) meets or exceeds a performance threshold set at 25% above the relevant exercise price.

Onex Corporation Management Information Circular 2026

ONEX

The annual burn rate (the “ABR”) of the Option Plan is expressed as a percentage and calculated by dividing the number of options granted in the applicable fiscal year by the weighted average number of securities outstanding for the applicable fiscal year. For 2025, the ABR was 0.58% (2024 – 0.65%, 2023 – 0.47%). The ABR for a particular year reflects the time at which the Corporation makes year-end compensation decisions, including the issuance of options. Specifically, options in respect of the 2025 performance year were granted in February 2026. The average ABR for the three years 2023-2025 was 0.57%.

RESTRICTED SHARE UNIT / PERFORMANCE SHARE UNIT PLANS

The Corporation’s RSU Plan is intended to enhance shareholder value by: (i) providing long-term, equity-linked incentives to executives, senior management and certain other employees; (ii) encouraging participants to perform their duties to the best of their abilities and devote their time and efforts to the Corporation’s growth and development; and (iii) supporting the attraction, retention and motivation of key personnel. To support these objectives, the RSU Plan allows the Corporation to grant RSU awards to eligible employees. RSU awards to the Chief Executive Officer, Chief Financial Officer, President or any other executive officer of the Corporation requires CGN Committee approval.

Generally, RSUs vest equally over a three-year period and, once vested, provide the RSU holder with a right to receive a cash-settlement payment for each RSU equal to the TSX volume weighted average price of a Subordinate Voting Share during the ten trading days immediately preceding the relevant vesting date. Dividend equivalents and recapitalization adjustments are credited or made to RSUs held by participants.

The RSU Plan also allows the Corporation’s Chair, Chief Executive Officer or President to impose additional terms and conditions on RSU awards, including special vesting conditions and settlement requirements tied to specific KPIs. This discretion may be used for senior leaders within the Corporation’s principal investment platforms and business units. Where RSUs are subject to KPI-based settlement conditions, they effectively function as PSUs. From time to time, the Corporation expects to grant PSUs to certain senior executives and other employees, as appropriate. These awards include KPIs tied to strategic priorities intended to drive long-term shareholder value within the Corporation’s various business lines.

For example, for the four-year performance period from January 1, 2025 to December 31, 2028, the CGN Committee approved a PSU award for Mr. Jaber, Head of Onex Credit, that cliff vests after December 31, 2028 and settles in cash based on (i) the growth of actual FRE achieved by the Onex Credit platform and the corresponding impact to the Corporation’s enterprise value and (ii) Onex’ Share price. If the applicable FRE growth threshold is not achieved, Mr. Jaber will receive $0 on the vesting date.

The RSU Plan contains detailed provisions relating to the continuation or termination of RSU rights following an RSU holder’s departure from Onex and generally provide for:

(i) termination of all vested and unvested RSUs on termination for cause;
(ii) termination of all unvested RSUs on resignation; and
(iii) termination of a pro rata portion of unvested RSUs on termination without cause.

The RSU Plan does not provide for automatic accelerated vesting of RSUs in the event of a change of control of the Corporation. RSUs are also subject to the Corporation’s incentive clawback policy described above, see “Consideration and Mitigation of Risk in Compensation Decisions” of this Circular.

TERMINATION AND CHANGE IN CONTROL BENEFITS FOR NEOs

The Corporation has not entered into agreements with any NEO that provide for benefits on termination, resignation, retirement, change in control or change in responsibility.

Onex Corporation Management Information Circular 2026

ONEX

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR EXECUTIVES

There were no loans from the Corporation to present or former directors, officers and employees of the Corporation outstanding at March 30, 2026.

The aggregate indebtedness to the Corporation (including indebtedness guaranteed by the Corporation) of present and former directors, officers and employees, excluding routine indebtedness, as at March 30, 2026 was nil.

Routine indebtedness includes (i) indebtedness arising by reason of purchases made on usual trade terms or of ordinary travel or expense advances or for similar reasons and (ii) loans to directors and executive or senior officers who are full-time employees, which loans are fully secured by their residences and do not exceed annual salary in amount, of which there are none.

DIRECTORS AND OFFICERS LIABILITY INSURANCE

The Corporation purchased directors' and officers' liability and professional liability insurance of $80 million in respect of the Corporation and certain of its subsidiaries for a period of one year expiring on November 30, 2026 for an annual total premium of $2.1 million.

64 Onex Corporation Management Information Circular 2026

ONEX

SHARE PERFORMANCE GRAPH

The following chart compares the total cumulative shareholder return (assuming re-investment of dividends) for C$100.00 invested in the Corporation's SVS on December 31, 2020 with the comparative cumulative total return for C$100.00 invested in the S&P/TSX Composite Index for the Corporation's five most recently completed financial years.

ONEX 5 YEAR TOTAL SHAREHOLDERS' RETURN

	December31, 2020	For the Financial Years
		2021	2022	2023	2024	2025
Onex Corporation	C$100.00	C$136.55	C$90.27	C$128.65	C$156.75	C$158.28
S&P/TSX Composite Total Return Index	C$100.00	C$125.09	C$117.78	C$131.62	C$160.12	C$210.85

The CGN Committee does not seek to base executive or other compensation decisions solely on share price performance over a defined period, and the Board and management do not believe that approach would be appropriate for the reasons discussed under "Compensation Discussion & Analysis" in this Circular. Instead, the Board and management believe the Corporation's compensation policies and practices, particularly the executive compensation program, which uses a mix of KPIs that are directly and indirectly linked to share price appreciation, are designed to reward performance that supports long-term shareholder value creation and are effective in achieving that objective.

Onex Corporation Management Information Circular 2026

ONEX

MANAGEMENT ALIGNMENT OF INTERESTS WITH SHAREHOLDERS

Management and the Board believe that strong alignment among Onex' shareholders, limited partners and clients, and our management team and investment professionals is critical to the Corporation's success. As Onex has grown into a multi-strategy alternative asset manager, this alignment is supported through a number of compensation and investment programs; some tailored to specific investment platforms or to the executive and senior management teams, and others that apply more broadly across the organization.

Details of Onex' compensation and investment programs may vary across its investment management platforms, between those platforms and the corporate office, and across different roles and functions. However, the programs share a common foundation: compensation for management and investment professionals and, where applicable, opportunities to earn meaningful investment returns, are closely tied to generating investment returns, performance fees and/or carried interest for Onex, for the benefit of all shareholders.

NEO & MANAGEMENT OWNERSHIP

The Corporation's distinctive ownership culture encourages its executives, senior management and other professionals to have a significant ownership stake in Onex shares and to invest meaningfully in its investment funds, strategies and, where appropriate, in its private equity funds' operating companies. As at December 31, 2025, Onex directors, officers and employees:

were the largest shareholder in Onex, with combined holdings of approximately 12.3 million SVS, or 17.9% of outstanding shares, with options to acquire a further 3.1 million SVS, which together represents 21.5% of SVS on a fully diluted basis;
had a total investment in the Corporation's private equity operating companies of approximately $1.05 billion (at market); and
had a total investment in the Corporation's credit strategies and funds managed by Onex Credit, excluding investments held in separately managed accounts, of approximately $361.3 million (at market).

The Corporation encourages each of its NEOs to maintain equity ownership in an amount of at least 3 times their base salary to further align the interests of NEOs with shareholders. The Corporation views SVS, RSUs, PSUs and Management DSUs as eligible equity holdings that contribute to an NEO's equity ownership value. The value of each NEO's eligible equity holdings is based on the closing price of the SVS on the Toronto Stock Exchange as of the Record Date, which was C$98.58, and assumes the target performance factor for any PSUs is satisfied. As of the date of the Circular, four of the five NEO maintains equity holdings with an ownership value well in excess of 3 times their base salary as set forth in the following table:

Onex Corporation Management Information Circular 2026

ONEX

Name	Salary (C$)(1)	Value of Eligible Equity Holdings		Equity Ownership Value (C$)	Multiple of Base Salary
		Onex SVS (C$)	RSUs, PSUs, Management DSUs (C$)(2)
Robert M. Le Blanc	1,392,600	89,716,081	23,308,157	107,028,700	81.2x
Christopher A. Govan	400,000	13,704,493	23,064,171	36,768,664	91.9x
Ronnie Jaber	557,040	—	17,334,011	17,334,011	31.1x
Tawfiq Popatia	557,040	3,450,300	4,121,038	7,571,338	13.6x
Michael Lay (3)	557,040	440,653	217,960	658,613	1.2x

(1) For the purposes of this table, NEOs receiving base salary in $ have been converted to C$ using the Record Date exchange rate of $1.00 to C$1.3926.
(2) Includes all RSUs and PSUs held by NEOs as of the Record Date (March 30, 2026), including awards received after the 2025 performance year.
(3) Mr. Lay became an NEO in 2025 and is progressing towards the 3 times base salary guideline objective.

FIRM MANAGED FUNDS AND OTHER INVESTMENTS: NON-COMPENSATORY PERFORMANCE-BASED PROGRAMS (CARRIED INTEREST)

A significant portion of the financial opportunity for leaders of principal business lines and investment professionals within the Corporation's private equity and credit investment platforms is generally delivered through programs that generally require participants to invest personal capital. alongside third-party investors and the Corporation's invested capital. These programs expose participants to the risk of personal loss in the event of poor performance and provide the potential for meaningful rewards when performance is strong, typically when applicable minimum return hurdles are met or exceeded.

The use of a Carried Interest program is the expected industry convention used by leading alternative asset managers in the US and globally and is a vital tool for attracting, incentivizing and retaining talented investment professionals at Onex.

Where we have established private investment funds in our principal investment platforms, certain employees are required to participate in the investments that we manage. Investment decisions for these funds are made by the investment teams.

Inclusion of a Carried Interest program in our rewards program provides an at-risk, long-term performance incentive tied directly to our private markets performance. These performance-based plans do not provide any realizable value upon investment, but rather offer the potential to realize future distributions based on the funds' performance and its return to investors and Onex' shareholders.

The discussion and table below describe certain investment plans and programs that are intended to promote the long-term success of the Corporation and to align participants' investment returns with the delivery of tangible value to the Corporation's shareholders and investors.

Onex Corporation Management Information Circular 2026

ONEX

Investment Program	Minimum Performance Return Hurdle	Vesting	Management Investment & Application
Management Investment Plan (1)	15% Compounded Return	6 years	• personal "at risk" equity investment required
• applicable to:
- Onex Corporation capital invested in Onex Partners I-IV transactions
- certain Onex Corporation capital invested outside Onex Partners prior to 2020
• not applicable to:
- Onex Partners V and Onex Partners Opportunities transactions
- future Onex transactions and Onex Partners funds
Onex Partners Carried Interest Program	8% Compounded Return	6 years	• personal "at risk" equity investment required
• applicable to:
- third-party capital invested in Onex Partners I-IV transactions
- Onex Corporation and third-party capital invested in Onex Partners V and Onex Partners Opportunities transactions
- Onex Corporation capital invested in Onex Partners originated co-investments and direct investments after 2019
ONCAP Carried Interest Program	8% Compounded Return	5 years	• personal "at risk" equity investment required
• applicable to Onex Corporation and third-party capital invested in ONCAP transactions
Onex Credit Carried Interest Program	Varies by fund	Varies by fund	• personal "at risk" investment required
• applicable to Onex Corporation and third-party capital in Onex Credit funds

(1) Commencing in 2020, the Management Investment Plan (i) for all investments made in Onex Partners V and subsequent Onex Partners funds, was replaced by the Onex Corporation capital carried interest program and (ii) for all investments made in Onex Partners IV and predecessor funds, retains its historical terms and structure other than to conform the participant's allocation of realized net gains above the performance return hurdle to match the 12% allocation provided by the Onex Partners third-party carried interest program. For further details, please see "Compensation and Investment Program Developments" in the 2020 Circular available on www.sedarplus.ca.

CARRIED INTEREST, PERFORMANCE FEE AND COMPARABLE INVESTMENT PROGRAMS

Background

Alignment between investment professionals' personal economic interests and investor interests is a fundamental feature of many segments of the alternative asset management industry, including private equity and private credit. This alignment is typically achieved by requiring investment professionals to invest personal, at-risk capital alongside investors and by providing an opportunity to

participate in a portion of investors' realised gains above a specified performance hurdle. This concept may be described using different terms in different contexts, including "carried interest" in private equity and "performance fee allocation" in private credit funds, but, for purposes of this Circular, these arrangements are collectively referred to as "carried interest".

In the Onex Partners funds, for example, and consistent with private equity industry norms, an aggregate of 20% of the investment returns generated for third-party

Onex Corporation Management Information Circular 2026

investors above an 8% compound annual preferred return, referred to as the performance hurdle, are allocated to the relevant team of investment professionals (12% of the 20%) and Onex (8% of the 20%). Participating investment professionals are required to invest personal, at-risk capital in order to participate in carried interest, and their participation generally vests over several years. As a result, Onex' carried interest programs are intended to strongly align investment professionals' interests with those of shareholders by linking the potential for meaningful personal gains directly to the generation of attractive, risk-adjusted returns on both their personal capital and Onex' invested capital.

The specific percentages of the carried interest opportunity, the preferred return, the vesting periods and the allocation of carried interest as between Onex and the relevant investments team will vary for different funds and teams.

Personal Capital Commitments & Co-Investments

The investment professionals and other participants who are eligible to participate in the private equity carried interest programs (the “Participants”) commit, as a group, to invest a minimum percentage of the aggregate committed capital of each of the relevant fund(s). Minimum team investment is generally 1% to 2% of the fund size and maximum participation is capped at 10%. The total amount invested or committed by the Participants on that basis in the year ended December 31, 2025 was $9.1 million. The carried interest program associated with relevant Onex Credit funds requires a minimum investment determined on a fund-by-fund basis.

In addition, investment professionals, management, Onex directors and certain other professionals are generally able to make voluntary personal investments in the Corporation's private equity operating companies, closed-end credit funds and direct non-fund investments that are incremental to the minimum required investments described above. Voluntary co-investments in private equity are made on the same terms as the fund or Corporation's corresponding investment, as applicable. For the year ended December 31, 2025, an aggregate of $21.2 million (at market) was invested personally on this basis.

A Participant who leaves the Corporation and subsequently breaches certain customary restrictive covenants not only loses his or her non-vested and vested carried interest but must repay to the Corporation the after-tax proceeds received in respect of the carried interest in the year before departure.

Investments and Realizations in 2025

As of December 31, 2025, the NEOs participating in carried interest and performance fee programs have invested or committed an aggregate of $3.6 million of personal at-risk capital. Total proceeds realized in 2025 under the carried interest and performance fee programs included $2.1 million to Mr. Le Blanc, $1.3 million to Mr. Govan, $6.8 million to Mr. Jaber, $0.9 million to Mr. Popatia and $3.0 million to Mr. Lay.

Further Information

Additional information concerning the firm's carried interest programs are available to shareholders in Note 26 to the audited consolidated financial statements of the Corporation for the year ended December 31, 2025.

ONEX

SECTION III – OTHER INFORMATION

NORMAL COURSE AND SUBSTANTIAL ISSUER BID

On April 15, 2025, the Corporation filed a Notice of Intention to make a normal course issuer bid to permit repurchases of SVS commencing April 18, 2025 and terminating on April 17, 2026. The Corporation is permitted to effect such purchases from time to time during the period of the issuer bid when it determines such purchases to be advantageous to the Corporation. Any purchases made under the issuer bid and other permitted exempt transactions will be effected in accordance with the rules and policies of the Toronto Stock Exchange. Any shareholder of the Corporation may obtain a copy of the Notice of Intention, without charge, by writing the Corporation at its head office.

ADDITIONAL INFORMATION

Any shareholder of the Corporation may obtain copies of the Corporation’s annual information form, annual report, interim quarterly reports, and management’s discussion and analysis, without charge, by writing to the Corporation at its head office. Additional copies of this Circular are also available on request. Such documents are also available through the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) which can be accessed at www.sedarplus.ca.

APPROVAL OF BOARD OF DIRECTORS

The contents of this Circular and the delivery of it to the shareholders of the Corporation, to each director of the Corporation, to the auditor of the Corporation and to the appropriate governmental agencies have been approved by the Board of Directors of the Corporation.

DATED the 30th day of March, 2026.

COLIN K. SAM
Managing Director – General Counsel & Corporate Secretary
Onex Corporation

Onex Corporation Management Information Circular 2026

AI assistant

ONEX CORPORATION — Proxy Solicitation & Information Statement 2026

42956_rns_2026-04-14_24b20cb8-dde5-4af3-8c44-1d066a9d9779.pdf

ONEX

ONEX

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

LETTER TO SHAREHOLDERS

CONVEX – A PIVOTAL INVESTMENT

FUNDRAISING AND REALIZATION MOMENTUM

LOOKING AHEAD AND REFLECTING ON OUR HISTORY

ONEX

TABLE OF CONTENTS

SECTION I – VOTING INFORMATION

SECTION II – BUSINESS OF THE MEETING

SECTION III – OTHER INFORMATION

MANAGEMENT INFORMATION CIRCULAR

PROXIES

NOTICE-AND-ACCESS

VOTING, ATTENDANCE AND PARTICIPATION INSTRUCTIONS

VOTING INSTRUCTIONS FOR THE MEETING

Registered Shareholders:

Non-Registered (Beneficial) Shareholders:

Attendance and Participation at the Meeting

Appointing a Proxyholder and Changing Voting Instructions

VOTING SHARES

MULTIPLE VOTING SHARES AND EVENT OF CHANGE

RIGHTS ATTACHED TO THE SUBORDINATE VOTING SHARES (AS OF THE MEETING)

RIGHTS ATTACHED TO THE MULTIPLE VOTING SHARES (AS OF THE MEETING)

EXTINGUISHMENT AND REDEMPTION OF THE MULTIPLE VOTING SHARES

RECORD DATE

PRINCIPAL HOLDERS

BUSINESS MATTER #1:

APPOINTMENT AND REMUNERATION OF AUDITOR

BUSINESS MATTER #2:

ELECTION OF DIRECTORS

I. SVS NOMINEES

I. SVS NOMINEES (CONTINUED)

I. SVS NOMINEES (CONTINUED)

Ewout R. Heersink

I. SVS NOMINEES (CONTINUED)

I. SVS NOMINEES (CONTINUED)

I. SVS NOMINEES (CONTINUED)

I. SVS NOMINEES (CONTINUED)

I. SVS NOMINEES (CONTINUED)

I. SVS NOMINEES (CONTINUED)

II. MVS NOMINEES

II. MVS NOMINEES (CONTINUED)

ATTENDANCE OF DIRECTORS AT BOARD AND COMMITTEE MEETINGS

CORPORATE GOVERNANCE PRACTICES

2025 Governance Developments

Board Composition and Independence

INDEPENDENT FUNCTIONING OF THE BOARD

DIRECTOR EDUCATION

BOARD COMPOSITION AND DIRECTOR TENURE

BOARD AND CORPORATE DIVERSITY

DIVERSITY OF SKILLS & EXPERIENCE

DIRECTOR RECRUITMENT, NOMINATION AND PEER REVIEWS

Shareholder Engagement

Cybersecurity

Code of Business Conduct and Ethics

SUSTAINABILITY & RESPONSIBLE INVESTING

Climate Change Strategy: Net Zero Goal by 2050 and Development of Medium-Term Targets using PMDR

Carbon Emissions Measurement and Reporting

FORMAL BOARD MANDATE AND STRUCTURE

MANDATE OF THE BOARD OF DIRECTORS

KEY POSITIONS DESCRIPTIONS

Chair

Lead Director

COMMITTEES OF THE BOARD

Audit Committee

Compensation, Governance and Nominating Committee

COMPENSATION OF DIRECTORS OF THE CORPORATION

ALIGNMENT OF NON-EXECUTIVE DIRECTOR AND SHAREHOLDER INTERESTS

Non-Executive Director Stock Ownership Guidelines

Investment of Director Fees

Hedging Policy

NON-EXECUTIVE DIRECTOR COMPENSATION TABLE

BUSINESS MATTER #3:

ADVISORY RESOLUTION ON APPROACH TO EXECUTIVE COMPENSATION ("SAY-ON-PAY")

COMPENSATION DISCUSSION AND ANALYSIS

ONEX CORPORATION Proxy Solicitation & Information Statement 2026