Richards Group Inc — Proxy Solicitation & Information Statement 2026

Apr 9, 2026

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “Meeting”) of the holders of shares (each a “Shareholder”) of Richards Group Inc. (the “Company”) will be held at 10:00 a.m. (Toronto time) on Friday, May 1, 2026, at the head office and principal address of the Company, 6155 Belgrave Rd., Unit 3, Mississauga, Ontario L5R 4E6 for the following purposes:

1. to receive the consolidated financial statements of the Company for the year ended December 31, 2025, and the report of the auditors thereon;
2. to elect the Directors of the Company for the ensuing year;
3. to appoint PricewaterhouseCoopers LLP as the auditors for the ensuing year and authorizing the Directors of the Company to fix the remuneration to be paid to the auditors;
4. to consider and, if deemed appropriate, approve by ordinary resolution, the ratification and approval of the Amended and Restated By-law No.1 of the Company providing for advance notice requirements for the nomination of directors of the Company, as more particularly described in the management information circular of the Company prepared for the Meeting; and
5. to transact such other business as may properly come before the Meeting and any adjournment thereof.

As a Shareholder, you are entitled to attend the Meeting and to cast one vote for each share of the Company held. If you are a registered Shareholder and are unable to attend the Meeting, you will still be able to vote on the items of business set out below by completing a form of proxy (“Form of Proxy”) or voting instruction form (“VIF”) included with the management information circular (the “Circular”). The Circular explains how to complete the Form of Proxy and how the voting process works. To be valid, registered Shareholders must submit a Form of Proxy to the Company’s transfer agent, TSX Trust Company (“TSX Trust”), Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1, by facsimile to (416) 595-9593, by scanning and sending your signed proxy to proxyvote@tmx.com or by hand delivery or courier to TSX Trust Company, 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1, at least 48 hours (excluding Saturdays, Sundays and statutory or holidays in the City of Toronto) prior to the Meeting or any adjournments or postponements thereof, failing which the proxy will be invalid, unless the Form of Proxy is presented by a registered Shareholder at the Meeting prior to commencement of the Meeting or any adjournments or postponements thereof.

If you are a non-registered beneficial Shareholder, you must follow the instructions provided by your broker, securities dealer, bank, trust company or similar entity in order to vote your shares.

The Company has elected to use the notice-and-access provisions (the “Notice-and-Access Provisions”) under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations, for the distribution of the meeting materials to registered and beneficial Shareholders.

The Notice-and-Access Provisions are a set of rules that allow reporting issuers to post electronic versions of proxy-related materials (such as proxy circulars) on-line via the System for Electronic Analysis and Retrieval (“SEDAR+”) and on its website, rather than mailing paper copies of such materials to Shareholders. Electronic copies of the Company’s meeting materials may be found on the Company’s SEDAR+ Profile at www.sedarplus.ca and the Company’s website at https://richardsgroup.com/pages/2025-agm-material. The Company will not use procedures known as “stratification” in relation to the use of Notice-and-Access Provisions.

Shareholders who wish to receive paper copies of the meeting materials related to this Meeting, or have any questions about notice-and-access, please contact us toll free at +1 800-361-6453 or fulfilment@richardspackaging.com. Requests should be received at least five business days in advance of the proxy deadline to ensure you receive the meeting materials in advance of the proxy deposit date and the Meeting date.

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The record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting (the "Record Date") is at the close of business on March 30, 2026. Shareholders whose names have been entered in the register of shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

Shareholders are encouraged to review the Circular before voting.

Dated at Toronto, Ontario this 31st day of March 2026.

By Order of the Board of Directors

(Signed) “Donald Wright”

Director, Chairman of the Board
Richards Group Inc.

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