Reitmans Canada Limited — Remuneration Information 2021

May 21, 2021

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FORM 51-102F6V STATEMENT OF EXECUTIVE COMPENSATION

FOR THE FISCAL YEAR ENDED JANUARY 30, 2021

May 20, 2021

The following information is provided in accordance with Form 51-102F6V – Statement Of Executive Compensation and provides details of the compensation structure and all compensation awarded for each of the directors and certain senior officers of Reitmans (Canada) Limited (the “Corporation”) for the fiscal year ended January 30, 2021.

COMPENSATION DISCUSSION AND ANALYSIS

Elements of Executive Compensation

The Corporation’s current compensation policy aims to attract, retain and motivate high performing senior executives, encourage superior performance and align the interests of its senior executives with those of its shareholders by providing competitive base salaries and ensure that a portion of the compensation of its senior executives is linked to performance of the Corporation via its incentive-based bonus plan. The Board of Directors of the Corporation (the “Board”) assesses and takes into account factors it considers relevant in setting compensation. Risks associated with the Corporation’s compensation policy and approach are not specifically assessed.

The Corporation’s current compensation policy for its executive officers, including the Named Executives (as hereinafter defined), combines a base salary with an incentive-based bonus plan, comprised of non-equity incentives consisting of a performance-based cash bonus, and long-term equity incentives consisting of share options and performance share units (“PSUs”).

Annual Incentive (Bonus)

For executive officers having responsibility for divisions of the Corporation, bonus payments made under the incentive-based plan are objectively determined by the degree to which divisional results meet or exceed financial targets within the respective operating divisions as well as the achievement of overall targeted results of the Corporation as a whole. These targeted divisional financial results are based on store operating profits, less direct overhead related to the respective operating divisions (“adjusted results from operating activities”). Reported finance costs and finance income and certain corporate expenses, such as asset impairments, severances not related to divisional performance and differences to budgeted internal exchange rate factors included in reported results from operating activities are excluded from the divisional operating results when assessing financial performance. A minimum target is established and actual bonuses paid are based on the amount by which a division meets or exceeds such minimum, with two levels of achievement above the minimum being set by the Corporation. For executive officers having corporate level responsibilities, bonus payments are objectively determined with regard to the achievement of targeted divisional financial performance based on divisional adjusted results from operating activities, on a pro rata weighted basis to the overall targeted performance for all the divisions. “Adjusted results from operating activities” is not a measure prescribed by International Financial Reporting Standards and may not be comparable to similar measures presented by other issuers, and divisional adjusted results from operating activities may not be reconciled to the financial statements of the Corporation, which are prepared on a consolidated basis.

For the fiscal year ended January 30, 2021, the percentages of the base salary of each of the Named Executives paid in bonuses under the incentive-based plan were: nil for each of Mr. Stephen F.

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Reitman, Mr. Richard Wait, Ms. Lora Tisi, Mr. Michael Strachan and Ms. Jackie Tardif, as annual incentive bonus targets were not achieved.

Furthermore, given the ongoing effects of the COVID-19 global pandemic on the Corporation’s business and its current operating status under the Companies’ Creditors Arrangement Act (the “CCAA”), the Board, along with senior management, have taken the decision to suspend the corporate bonus plan and all bonus payments for the ensuing fiscal year ending January 29, 2022.

Decision Making Process

The President and Chief Executive Officer of the Corporation recommends the compensation of the Corporation’s executive officers (other than his own) to the Human Resources and Compensation Committee (the “HRCC”), which consists of Messrs. Daniel Rabinowicz (Chairman), Bruce J. Guerriero, David J. Kassie and Howard Stotland, all of whom are considered independent. All of the members of the HRCC have competencies in human resources, compensation and risk management due to the experience they acquired through their current positions or directorships, or those they have held in the past, or due to their ongoing training. When appropriate, the President and Chief Executive Officer of the Corporation makes recommendations to the Board for its approval as to the granting of share options to executive officers.

The compensation of the President and Chief Executive Officer of the Corporation is recommended by the HRCC, in accordance with the same criteria upon which the compensation of all other executive officers of the Corporation is based. In recommending to the Board the level of compensation of the President and Chief Executive Officer of the Corporation, the HRCC strives to attain a level of compensation that appropriately reflects the Corporation’s financial and operational achievements. Bonuses granted to the President and Chief Executive Officer of the Corporation are commensurate with its operational results in any given year.

The salary and bonus of the President and Chief Executive Officer of the Corporation are viewed as being commensurate with his duties.

While no specific competitors or industry participants are used as a basis of comparison for executive compensation, the HRCC reviews, in a general fashion, the compensation approach by other publicly-traded Canadian retailers for information purposes.

Second Amended and Restated Share Option Plan

Pursuant to the Second Amended and Restated Share Option Plan of the Corporation dated as of April 19, 2021 (the “Option Plan”), the Corporation may grant options to purchase up to 3,500,000 Class A Non-Voting Shares of the Corporation (the “Class A Non-Voting Shares”). See “Equity Compensation Plan”. In connection with the transition of the listing of the common shares of the Corporation (the “Common Shares”) and the Class A Non-Voting Shares from the Toronto Stock Exchange (the “TSX”) to the TSX Venture Exchange (the “TSX-V”), the Corporation has amended the Option Plan to ensure that it complies with the policies of the TSX-V and removed the “evergreen” feature of the Option Plan that was applicable while the Common Shares and the Class A Non-Voting Shares were listed and posted for trading on the TSX. As a result of transitioning from an “evergreen” plan to a “fixed” plan, the Corporation will no longer seek re-

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approval of the Option Plan by its shareholders every three years at its annual general meeting of shareholders. See “Equity Compensation Plan” for a description of the Option Plan.

Performance Share Unit Plan

On June 8, 2016, the Board adopted a Performance Share Unit Plan (the “PSU Plan”). The purpose of the PSU Plan is to provide executive officers of the Corporation and its subsidiaries, including the Named Executives, with additional compensation opportunities through the granting of PSUs. The purpose of the PSU Plan is to: (i) increase the inherent interest in the Corporation’s welfare of the executive officers who share primary responsibility for the management, growth and protection of the business of the Corporation, (ii) furnish an incentive to such designated executives to continue their services for the Corporation, and (iii) provide a means through which the Corporation may attract able persons to enter its employment.

PSU grants are an additional component of the long-term equity incentives, together with share options, which serve to align executive compensation with the Corporation’s shareholders’ interests. The PSU Plan is an important tool to encourage the Corporation’s executive officers to deliver the Corporation’s business plan and lay the basis for the future, while also limiting the shareholder dilution created by the use of share options. The Board determined that the President and Chief Executive Officer of the Corporation will not be granted PSUs.

Pursuant to the PSU Plan, the HRCC may from time to time by resolution (i) designate executive officers of the Corporation to whom PSUs may be granted under the PSU Plan, (ii) fix the number of PSUs to be granted to each such participant, and (iii) fix the relevant vesting criteria and other conditions of the PSUs.

Under the PSU Plan and unless otherwise determined by the HRCC, each performance cycle consists of three financial years of the Corporation (a “Performance Cycle”). At the time of PSU grants, the HRCC determines at its sole discretion the vesting criteria (the “Vesting Criteria”) which must be met by the Corporation. Following the end of a Performance Cycle, the HRCC will determine, concurrently with the release of the Corporation’s results for the financial year (the “Determination Date”), whether the Vesting Criteria for the PSUs granted to a participant relating to such Performance Cycle have been achieved. Depending on the achievement of the Vesting Criteria, between 0% and 150% of the PSUs will become vested. The HRCC has the discretion to determine that all or a portion of the PSUs granted to a participant for which the Vesting Criteria have not been achieved shall vest to such participant on the Determination Date.

The value to be paid-out to each participant will be equal to the result of: the number of PSUs granted to the participant which have vested, multiplied by the volume weighted average trading price of the Common Shares during the five trading days immediately preceding the tenth (10[th] ) day following the Determination Date.

The PSU Plan provides certain rules, subject to the discretion of the HRCC, for the vesting and/or cancellation of PSUs in the case of termination of employment for cause or serious reason, by reason of death, injury or disability, by reason of retirement and other circumstances of termination.

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The PSU Plan further provides that in the event of a change of control, the Board has discretion with respect to the treatment of PSUs. A change of control is defined as: (i) a sale of all or substantially all of the assets of the Corporation, (ii) an acquisition of more than 50% of the Common Shares or an amalgamation, arrangement, merger or other consolidation where, in either case, the majority of the Board as constituted prior to such acquisition or other transaction do not continue as members of the Board following the next meeting of shareholders, or (iii) a proposed liquidation, dissolution or winding-up of the Corporation. The PSU Plan further provides that in the event of a change of control, the Board has discretion with respect to the treatment of PSUs which could result in substitution grants under a new entity, the cancellation of unvested PSUs, acceleration of the vesting of outstanding PSUs or changes to the Vesting Criteria based on the updated business reality.

Should the participant’s employment be terminated for cause, serious reason or by voluntary resignation, all outstanding PSUs will be cancelled immediately. For terminations by reason of death, injury or disability, retirement and non-cause termination, the participant will be entitled to prorated vesting based on the number of months elapsed in the Performance Cycle to the day of the aforementioned event. The achievement of the Vesting Criteria will be determined as the lower of (a) 100% or (b) the level of achievement reached as of the end of the last completed Fiscal Year in the Performance Cycle, if any.

As at January 30, 2021, an aggregate of 450,000 PSUs granted by the Corporation remained outstanding, including an aggregate of 120,000 PSUs granted to the Named Executives, other than the President and Chief Executive Officer of the Corporation, who does not participate in the PSU Plan. The remaining PSUs will vest at the end of the 2020-2022 Performance Cycle based on the achievement of results from operating activities targets set by the HRCC.

On May 1, 2020, the Board elected to defer the granting of any PSUs and long-term incentive awards until further notice.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table details the compensation information for the three most recent fiscal years of the Corporation, for the President and Chief Executive Officer of the Corporation, the Executive Vice-President and Chief Financial Officer and the three other most highly compensated executive officers of the Corporation during the most recently completed fiscal year (collectively, the “Named Executives”):

Name and Principal Position	Fiscal Year	Salary(1) ($)	Share Based Awards(2) ($)	Option Based Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation(3) ($)	Total Compensation ($)
					Annual Incentive Plans	Long- term Incentive Plans
Stephen F. Reitman President and Chief Executive Officer	2021 2020 2019	702,424 750,022 750,022	Nil Nil Nil	Nil Nil Nil	Nil Nil 33,900	Nil Nil Nil	Nil Nil (1,200)	120,828 117,487 106,781	823,252 867,509 889,503

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Name and Principal Position	Fiscal Year	Salary(1) ($)	Share Based Awards(2) ($)	Option Based Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation(3) ($)	Total Compensation ($)
					Annual Incentive Plans	Long- term Incentive Plans
Richard Wait, CPA, CGA(4) Executive Vice- President and Chief FinancialOfficer	2021 2020 2019	351,202 375,000 314,726	Nil 64,600 81,200	Nil Nil Nil	Nil Nil 14,220	Nil Nil Nil	59,600 (99,400) 699,500	Nil Nil Nil	410,802 340,200 1,109,646
Lora Tisi(5) Former President, RW&CO., Thyme Maternity	2021 2020 2019	321,748 492,692 430,000	Nil 64,600 81,200	Nil Nil Nil	Nil 69,639 98,767	Nil Nil Nil	36,000 43,900 43,700	802,803 51,625 Nil	1,160,551 722,456 653,667
Michael Strachan President, Addition Elle, Penningtons and RW&CO.	2021 2020 2019	444,856 465,192 450,000	Nil 64,600 81,200	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	61,800 45,400 44,800	55,266 59,010 57,716	561,922 634,202 633,716
Jacqueline Tardif President, Reitmans	2021 2020 2019	402,712 430,000 400,000	Nil 64,600 81,200	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	57,800 42,300 42,300	Nil Nil Nil	460,512 536,900 523,500

NOTES:

• (1) The base salary set out for each of the Named Executives is based on 52-week periods. During fiscal 2021, all employees of the Corporation, including the executive officers, were subject to a salary reduction for 13 weeks.

• (2) This amount corresponds to the fair value of the PSU award on the grant date. For purposes of calculating the fair value of the PSU award on the grant date, a 100% payout was assumed. Such fair value equals the number of PSUs granted for fiscal year 2020 on April 10, 2019 and for fiscal year 2019 granted on April 9, 2018 multiplied by the volume weighted average trading price for the Common Shares on the TSX, on which the Common Shares and the Class A Non-Voting Shares were listed and posted for trading when the PSUs were granted, during the five trading days prior to the grant date (2020 - $3.23; 2019 - $4.06). On May 1, 2020, the Board elected to defer the granting of any PSUs.

• (3) All other compensation includes perquisites for any Named Executive on an aggregate basis which exceed the lesser of $50,000 and 10% of his or her annual cash compensation. Mr. Stephen F. Reitman benefited from a car lease and car-related expenses, which represented a benefit of $93,382 (2020 - $102,188; 2019 - $91,852).

• (4) On April 12, 2021, the Corporation announced the appointment of Mr. Richard Wait as Executive Vice-President and Chief Financial Officer of the Corporation, effective on the same day. Prior to that, Mr. Wait was VicePresident, Finance, and Chief Financial Officer of the Corporation.

• (5) On August 6, 2020, the Corporation announced, as part of the streamlining of its leadership team, the departure of Ms. Lora Tisi, effective on the same day. Ms. Tisi is entitled to receive a severance award of $775,000 upon her departure which is subject to the CCAA plan of arrangement.

Share-Based Awards and Option Based Awards Outstanding

The following table indicates for each Named Executive all option awards to purchase Class A Non-Voting Shares and share-based awards outstanding as at January 30, 2021:

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		Option-Based Awards	Option-Based Awards		Share-Based Awards	Share-Based Awards
Name	Number Of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-The- Money Options(1) ($)	Number of Shares or Units of Shares That Have Not Yet Vested (#)	Market or Payout Value of Share- Based Awards that Have Not Vested(2) ($)
Stephen F. Reitman	100,000	6.75	January 31, 2025	Nil	Nil	Nil
Richard Wait, CPA, CGA	20,000 50,000 15,000	4.40 6.00 6.75	January 31, 2023 April 30, 2024 January 31, 2025	Nil Nil Nil	20,000(3) 20,000(4)	4,800 4,800
Lora Tisi	Nil	Nil	Nil	Nil	Nil	Nil
Michael Strachan	50,000	6.31	January 31, 2023	Nil	20,000(3) 20,000(4)	4,800 4,800
Jacqueline Tardif	50,000 10,000	6.00 6.75	April 30, 2024 January 31, 2025	Nil Nil	20,000(3) 20,000(4)	4,800 4,800

NOTES:

• (1) “In-the-money” means the excess of the market value of the Class A Non-Voting Shares as at January 30, 2021 over the Exercise Price (as defined below) of the options. As at January 30, 2021, the price of the Class A NonVoting Shares on the TSX-V was $0.18. The unexercised options have not been and will not necessarily be exercised and the actual gains upon exercise will depend on the value of the Class A Non-Voting Shares on the date of the exercise.

• (2) As at January 30, 2021, the price of the Common Shares on the TSX-V was $0.24. The PSUs have not and will not necessarily vest and the actual payout value, upon vesting will depend on the value of the Common Shares on the date of vesting and achieving the vesting criteria.

• (3) Number of PSUs granted in respect of the 2019-2021 Performance Cycle.

• (4) Number of PSUs granted in respect of the 2020-2022 Performance Cycle.

Value Vested or Earned on Incentive Plan Awards During the Most Recently Completed Fiscal Year

The following table indicates for each Named Executive, the value on vesting of all awards for the fiscal year ended January 30, 2021:

Name	Option-Based Awards – Value Vested During the Year ($)(1)	Share-Based Awards – Value Vested During the Year ($)	Non-Equity Incentive Plan Compensation – Value earned During the Year ($)
Stephen F.Reitman	Nil	Nil	Nil
Richard Wait, CPA, CGA	Nil	Nil	Nil
LoraTisi	Nil	Nil	Nil
MichaelStrachan	Nil	Nil	Nil
JacquelineTardif	Nil	Nil	Nil

NOTE:

(1) The value reflected in the above chart relates to the “in-the-money” value of options as at the date of the vesting,

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being January 30, 2021. As at January 30, 2021, the price of the Class A Non-Voting shares on the TSX-V was $0.18.

Pension Plan Benefits

The Corporation maintains a registered pension plan known as the “Reitmans (Canada) Limited Executive Retirement Pension Plan” (the “Registered Plan”) in which all of the Named Executives participate.

The Registered Plan provides defined retirement benefits for covered executives (including the Named Executives) and is qualified under the Income Tax Act (Canada) (the “Tax Act”). In order to participate in the Registered Plan, an executive officer of the Corporation shall be eligible to join the Registered Plan on January 1 of the year following the calendar year in which he or she received remuneration equal to or greater than thirty-five percent (35%) of the calendar year’s maximum pensionable earnings, or if he or she completed seven hundred (700) hours or more of employment with the Corporation or any of its subsidiaries. The Registered Plan provides for normal retirement benefits beginning at age 65, with reduced participation permitted for any executive officer who elects early retirement. The Registered Plan also provides that in the event that an executive officer remains an employee of the Corporation after he or she attains the age of 65, the pension benefits must be paid not later than December 1 of the calendar year during which he or she attains the age of 71, or any other date prescribed by the Tax Act for this purpose. The normal annual retirement benefit is equal to two percent (2%) of the executive officer’s average annual salary for the five highest consecutive years of earnings, multiplied by the executive officer’s years of service, but not exceeding the maximum amount permitted to be paid under the Tax Act. For purposes of the Registered Plan, an executive officer’s annual salary for any plan year (being the calendar year) is the executive officer’s annual salary as at January 1 in such year. Currently, the maximum annual benefit payable to an executive officer under the Registered Plan is $3,246 for each year of service.

The Corporation also maintained a Supplemental Executive Retirement Plan (the “SERP”, and together with the Registered Plan, the “Pension Plans”). The SERP was instituted as of January 1, 2006 and covered certain senior executives of the Corporation. For financial statement presentation purposes, an actuarial calculation was made to determine the estimated expense the Corporation incurred with respect to the provisions of the SERP. This estimated expense was charged to current operations. The SERP is unfunded and payments were made as obligations arose. When a liability arose to make any such payment(s) called for under the SERP, the payments were offset against the liability as the payments were actually made. During the 2021 fiscal year, payments of $483,000 (2020 – $1,146,000) were made to ten (2019 – nine) members.

In connection with the proceedings under the CCAA and the Corporation’s filing of an initial order seeking the protection and the remedies offered by the CCAA and the issuance of a First Initial Order dated May 19, 2020, as amended and restated on May 29, 2020, and as further extended until May 28, 2021, the Corporation has ceased making payments under the SERP. In addition, it is expected that the SERP will be terminated effective with the settlement of liabilities under the plan of arrangement to be entered into among the Corporation and its creditors pursuant to the CCAA proceedings. The SERP liability on the Corporation’s balance sheet has been re-classified as liabilities subject to compromise.

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The Corporation also adopted a funding policy for its pension committee to follow when carrying out its duties to ensure that the Registered Plan is adequately funded. The Corporation’s funding policy describes main employers and market trends in the Corporation’s sector that could have an impact on funding, funding objectives relating to variations in contribution and benefit levels and identifies the main funding risks, and employer and member tolerance for those risks. The funding policy also provides specifics on the Registered Plan’s investment goals and preferred strategies.

The following table indicates for each Named Executive the number of years of credited service under the Pension Plans, the annual benefits payable, the accrued obligation at the start of the year, the compensatory and non-compensatory charges and the accrued obligations at year end. The SERP benefits will be settled with an effective termination date of May 19, 2020 in the context of the CCAA proceedings. The settlement of the SERP benefits have been reflected in the noncompensatory element:

Name	Number of years of credited service(1)	Annual benefits payable ($)	Annual benefits payable ($)	Accrued obligation at start of year(4) ($)	Compensatory(5) ($)	Non- Compensatory(6) ($)	Accrued obligation at year end(7) ($)
		At year end(2)	At age 65(2)(3)
Stephen F. Reitman(8)	46.9	143,100	143,100	8,597,000	Nil	(5,997,500)	2,599,500
Richard Wait	32.6	105,700	114,900	3,473,900	59,600	(1,451,800)	2,081,700
LoraTisi(9)	N/A	N/A	N/A	311,200	36,000	(279,100)	68,100
MichaelStrachan	4.1	13,200	16,500	186,400	61,800	5,100	253,300
JacquelineTardif	13.8	44,600	72,500	784,900	57,800	58,900	901,600

NOTES:

• (1) Number of years of credited service in the Registered Plan as at January 30, 2021.

• (2) Total annual benefits payable from the Registered Plan as at January 30, 2021.

• (3) For the purpose of calculating the annual benefits payable, the final average earnings are calculated as at January 30, 2021 and the maximum pension as permitted by the Canada Revenue Agency is not projected (i.e., $3,245.56 per year of credited service).

• (4) Accrued obligation in respect of benefits payable from the Pension Plans using a discount rate of 2.6%. The assumptions and methods used are the same as those used for the accounting disclosures as at January 30, 2021.

• (5) Includes service cost (net of employee contributions) at the beginning of the year and the impact of pay different from last year’s calculation (difference in the accrued obligation between the expected and the actual salary).

• (6) Includes change in assumptions and non-pay-related experience. The actuarial value of individual benefits payable under the provisions of the SERP have been determined with an effective termination date of May 19, 2020 in the context of the order issued pursuant to the CCAA proceedings with respect to the Corporation. The settlement of the actuarial value of SERP benefits has been reflected in the non-compensatory element.

• (7) Accrued obligation in respect of benefits payable from the Registered Plan using a discount rate of 2.60%. The assumptions and methods used are the same as those used for the accounting disclosures as at January 30, 2021.

• (8) Mr. Stephen F. Reitman has been receiving a pension since November 1, 2018. The annual benefits payable is the actual annual pension payable since November 1, 2018.

• (9) Ms. Lora Tisi left the employ of the Corporation on August 6, 2020 and received a portion of the commuted value of her accrued annual benefits (as a result of a Retraite Québec temporary order restricting the Registered Plan from paying 100% of the commuted value). The accrued obligation at year end represents the present value of her benefits remaining to be settled as at January 30, 2021.

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COMPENSATION OF DIRECTORS

The Corporation has established that directors are entitled to a $50,000 annual retainer, paid on a quarterly basis, and no fee per meeting attended. In addition, Mr. Daniel Rabinowicz receives $25,000 as Chairman of the Board, Mr. Bruce J. Guerriero, CPA, CA receives $30,000 as Chairman of the Audit Committee and Ms. Terry Yanofsky receives $15,000 as Chairperson of the Strategic Planning Committee.

The following table details the compensation information for the most recently completed fiscal year of the Corporation for each of the directors of the Corporation, other than Mr. Stephen F. Reitman, who is also a Named Executive. Please refer to the section “Executive Compensation – Summary Compensation Table” above for the information with respect to Mr. Stephen F. Reitman:

Name	Fees Earned ($)(1)	Share Based Awards ($)	Option Based Awards ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total ($)
Bruce J. Guerriero, CPA, CA	70,000	Nil	Nil	Nil	Nil	Nil	70,000
David J.Kassie	43,750	Nil	Nil	Nil	Nil	Nil	43,750
Samuel Minzberg	43,750	Nil	Nil	Nil	Nil	Nil	43,750
Daniel Rabinowicz	65,625	Nil	Nil	Nil	Nil	Nil	65,625
Howard Stotland	43,750	Nil	Nil	Nil	Nil	Nil	43,750
Robert S. Vineberg(2)	43,750	Nil	Nil	Nil	Nil	Nil	43,750
TerryYanofsky	51,250	Nil	Nil	Nil	Nil	Nil	51,250

NOTES:

(1) Includes all fees earned and paid in cash to the directors of the Corporation, including the annual Board retainer. During fiscal 2021, all employees, including the executive officers and the directors of the Corporation, were subject to a reduction in compensation for 13 weeks.

(2) Mr. Robert S. Vineberg is a partner of a law firm that provides services to the Corporation.

The following table indicates for each of the directors of the Corporation, other than Mr. Stephen F. Reitman, who is also a Named Executive, all awards outstanding to purchase Class A NonVoting Shares as at January 30, 2021:

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		Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards
Name	Number of securities underlying unexercised options	Option Exercise Price ($)	Option expiration date	Value of Unexercised in-the- money options(1) ($)	Number of shares or units of shares that have not vested	Market or payout value of share-based awards that have not vested ($)
Bruce J. Guerriero, CPA, CA	50,000	6.49	January 31, 2023	Nil	Nil	Nil
David J. Kassie	50,000 50,000	11.68 6.75	January 31, 2022 January 31,2025	Nil Nil	Nil Nil	Nil Nil
Samuel Minzberg	50,000 50,000	15.00 6.75	January 31, 2022 January 31,2025	Nil Nil	Nil Nil	Nil Nil
Daniel Rabinowicz	50,000 50,000	11.68 6.75	January 31, 2022 January 31,2025	Nil Nil	Nil Nil	Nil Nil
Howard Stotland	50,000 50,000	15.00 6.75	January 31, 2022 January 31,2025	Nil Nil	Nil Nil	Nil Nil
Robert S. Vineberg	50,000 50,000	15.00 6.75	January 31, 2022 January 31,2025	Nil Nil	Nil Nil	Nil Nil
TerryYanofsky	Nil	Nil	Nil	Nil	Nil	Nil

NOTE:

• (1) “In-the-money” means the excess of the market value of the Class A Non-Voting Shares as at January 30, 2021 over the Exercise Price of the options. As at January 30, 2021, the price of the Class A Non-Voting Shares on the TSX-V was $0.18. The unexercised options have not been and will not necessarily be exercised and the actual gains, upon exercise will depend on the value of the Class A Non-Voting Shares on the date of the exercise.

The following table indicates for each of the directors of the Corporation, other than Mr. Stephen F. Reitman, who is also a Named Executive, the value on vesting of all awards for the fiscal year ended January 30, 2021:

Name Bruce J. Guerriero, CPA, CA David J.Kassie Samuel Minzberg Daniel Rabinowicz Howard Stotland Robert S. Vineberg TerryYanofsky	Option-Based Awards – Value Vested During the Year(1) ($)	Share-Based Awards – Value Vested During the Year ($)	Non-Equity Incentive Plan Compensation – Value earned During the Year ($)
	Nil	Nil	Nil
	Nil	Nil	Nil
	Nil	Nil	Nil
	Nil	Nil	Nil
	Nil	Nil	Nil
	Nil	Nil	Nil
	Nil	Nil	Nil

NOTE:

• (1) The value reflected in the above chart relates to the “in-the-money” value of options as at the date of the vesting, being January 30, 2021. As at January 30, 2021, the price of the Class A Non-Voting Shares on the TSX-V was $0.18.

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EQUITY COMPENSATION PLAN

Pursuant to the Option Plan, the Corporation may grant options to purchase up to 3,500,000 Class A Non-Voting Shares. Participation in the Option Plan by, and the granting of an option to, a fulltime employee or a director shall be voluntary within the meaning of applicable securities laws.

As at May 19, 2021, the total number of Class A Non-Voting Shares issued under the Option Plan from its inception and issuable under outstanding options granted under the Option Plan and the percentage of the Corporation’s issued and outstanding Class A Non-Voting Shares represented by such shares, were as follows:

Class A Non-Voting Shares issuable -Voting Shares issued Voting Shares issued under outstanding options 4,265,200 (12.04%) 1,357,000 (3.83%)

Class A Non-Voting Shares issued

As at May 19, 2021, options in respect of 2,143,000 Class A Non-Voting Shares were available for grants under the Option Plan.

Pursuant to the Option Plan, the Board may grant options to key full time employees and the directors of the Corporation and its subsidiaries (collectively, the “Corporations”), and the number of Class A Non-Voting Shares subject to each option, the expiration date of each option, the extent to which each option is exercisable from time to time during its term and other terms and conditions relating to each such option shall be determined by the Board and be subject to approval by the Board, provided, however, that the period during which an option is exercisable shall not, subject to the provisions of the Option Plan, exceed seven (7) years from the date the option is granted.

The option price for a Class A Non-Voting Share which is the subject of any option shall not be less than the reported closing price for the Class A Non-Voting Shares on the TSX-V on the last trading day before the day on which the option is granted; provided, however, that if on any day the reported closing price for the Class A Non-Voting Shares on such stock exchange is not based upon a trade in at least a board lot of the Class A Non-Voting Shares, the reported closing price for such shares on such stock exchange shall be deemed to be the last price at which a trade in at least a board lot of the Class A Non-Voting Shares was effected on such stock exchange on that day. If no sale is reported on such stock exchange on that day, the reported closing price shall be deemed to be the mean of the last bid and ask quotations, if any, for such shares on such stock exchange (the “Market Price”). The exercise price for any option (the “Exercise Price”) shall not be less than the Market Price of a Class A Non-Voting Share.

The Option Plan provides that the aggregate number of Class A Non-Voting Shares reserved for issuance at any time to any one individual under the Option Plan shall not exceed 5% of the aggregate number of the issued and outstanding Class A Non-Voting Shares and Common Shares.

Upon an optionee’s employment with the Corporations being terminated for cause or upon an optionee being removed from office as a director or becoming disqualified from being a director by law, any option or the unexercised portion thereof granted to him or her shall terminate forthwith. Upon an optionee’s employment with the Corporations being terminated (except in the case of transfer from one corporation to another corporation as provided in the Option Plan)

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otherwise than by reason of death or termination for cause or upon an optionee ceasing to be a director other than by reason of death, removal or disqualification by law, any option or unexercised part thereof granted to such optionee may be exercised by him or her for that number of shares only which he or she was entitled to acquire under the option pursuant to the Option Plan at the time of such termination or cessation. Such option shall only be exercisable within thirty (30) days after such termination or cessation or prior to the expiration of the term of the option, whichever occurs earlier. Finally, if an optionee dies while employed by the Corporations or while serving as a director, any option or unexercised part thereof granted to such optionee may be exercised by the person to whom the option is transferred by will or the laws of descent and distribution for that number of Class A Non-Voting Shares only which he or she was entitled to acquire under the option pursuant to the Option Plan at the time of his or her death. Such option shall only be exercisable within one hundred eighty (180) days after the optionee’s death.

In the event the Corporation proposes to amalgamate, merge or consolidate with or into any other corporation (other than with a wholly-owned subsidiary of the Corporation) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the Class A Non-Voting Shares or any part thereof shall be made to all holders of Class A Non-Voting Shares, the Corporation shall have the right, upon written notice thereof to each optionee holding options under the Option Plan, to permit the exercise of all such options within the 20-day period next following the date of such notice and to determine that upon the expiration of such 20-day period, all rights of optionees to such options or to exercise same (to the extent not theretofore exercised) shall ipso facto terminate and cease to have further force or effect whatsoever.

The Board may, subject to regulatory approval, amend or discontinue the Option Plan at any time without notice or approval from the shareholders of the Corporation or any optionee, for any purpose whatsoever, including, without limitation, for the purpose of:

• (a) amendments of a “housekeeping” nature, which include, without limitation, amendments to ensure continued compliance with applicable laws, regulations, rules or policies of any regulatory authority and amendments to remove any ambiguity or to correct or supplement any provision contained in the Option Plan which may be incorrect or incompatible with any other provision of the Option Plan;

• (b) a change to the vesting provisions of an option;

• (c) a change to the termination provisions of an option which does not entail an extension beyond the original expiration date; and

provided, however, that no such amendment may increase the maximum number of Class A NonVoting Shares issuable pursuant to the Option Plan, change the manner of determining the minimum option price, alter the option exercise period following the expiration of a Blackout Period (as defined in the Option Plan) or, without the consent of the optionee, adversely alter or impair any option previously granted to an optionee under the Option Plan.

The Option Plan also provides that (i) a reduction in the option price, (ii) an extension of the expiration date of an outstanding option, (iii) any amendment to the category of persons eligible to participate under the Option Plan, (iv) any amendment to remove or to exceed the insider participation limit under the Option Plan, (v) any amendment which would permit options to be

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transferable or assignable other than for normal estate settlement purposes, (vi) an increase to the maximum number of options issuable under the Option Plan, either as a fixed number or a fixed percentage, or (vii) amendments to an amending provision under the Option Plan, may not be made without the approval of the disinterested shareholders of the Corporation (excluding the votes of securities held directly or indirectly by insiders benefiting from the amendment), provided that: (x) an adjustment to the option price pursuant to Section 8 of the Option Plan, (y) an extension of the expiry date of an option by ten business days after the expiration of a Blackout Period and (z) an amendment pursuant to Section 9.1 of the Option Plan, in each case subject to regulatory requirements, shall not require approval of the shareholders of the Corporation.

The Option Plan provides that if the term of an option of any eligible person under the Option Plan expires during or less than ten business days after the expiration of a Blackout Period, then such option or the unexercised portion thereof shall expire on the date that is ten business days after the expiration of the Blackout Period.

The Option Plan provides that the aggregate number of Class A Non-Voting Shares issuable (or reserved for issuance) to insiders of the Corporations under the Option Plan or any other share compensation arrangement of the Corporations, cannot at any time exceed 10% of the outstanding issue and the aggregate number of Class A Non-Voting Shares issued to insiders under the Option Plan and any other share compensation arrangement of the Corporation, within a one year period, cannot exceed 10% of the outstanding issue. For purposes of the Option Plan, “outstanding issue” means the aggregate number of Class A Non-Voting Shares and Common Shares outstanding on a non-diluted basis immediately prior to the share issuance in question, excluding any such shares issued pursuant to the Option Plan and any other share compensation arrangements of the Corporations during the preceding 12 month period.

Pursuant to the Option Plan, an option shall be exercisable by the optionee by delivery to the Corporation of a written notice of exercise in the form prescribed under the Option Plan accompanied by full payment, in cash or by certified cheque, of the Exercise Price in respect of the portion of the option being exercised.

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