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Richards Group Inc Proxy Solicitation & Information Statement 2026

Apr 9, 2026

48587_rns_2026-04-09_7517d7fd-09d2-432b-a67e-6dc98ecd7f7a.pdf

Proxy Solicitation & Information Statement

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RICHARDS • GROUP

Richards Group Inc.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 1, 2026

Dear Investor:

Please find accompanying this notice a form of proxy/voting instruction form to be used in connection with the annual general and special meeting (the "Meeting") of Richards Group Inc. (the "Company") to be held as provided below:

Date and Time: May 1, 2026 at 10:00 a.m. EDT

Location: Offices of Richards Packaging Inc.
6155 Belgrave Rd., Unit 3
Mississauga, Ontario L5R 4E6

You are receiving this notice because you hold common shares in the capital of the Company as of 5:00 p.m. (EDT) on March 30, 2026, and to advise you that the Company is using notice-and-access to deliver proxy materials to its shareholders for the Meeting. The Canadian securities regulators have adopted rules which permit the use of notice-and-access for proxy solicitation instead of the traditional physical delivery of material. This process provides the option to post meeting related materials including management information circulars, as well as annual financial statements and management's discussion and analysis on a website in addition to SEDAR+. Under notice-and-access, meeting related materials will be available for viewing for up to 1 year from the date of posting and a paper copy of the material can be requested at any time during this period. This is not a ballot. You cannot use this notice to vote your common shares.

Electronic copies of investor materials related to the Meeting may be accessed and downloaded from www.sedarplus.ca and also from the Company's website at https://richardsgroup.com/pages/2025-agm-material.

The following matters will be considered and voted upon at the Meeting:

  • To elect five directors from among the nominees presented for election at the Meeting
  • To appoint PricewaterhouseCoopers LLP as auditor of the Company for the ensuing year and to authorize the directors of the Company to fix their remuneration
  • To pass, with or without variation, an ordinary resolution to ratify and approve the Amended and Restated By-law No. 1 of the Company providing for advance notice requirements for the nomination of directors of the Company
  • To transact such other business that may properly come before the Meeting or any adjournment thereof

Disclosure regarding matters to be voted upon may be found in the management information circular of the Company prepared in connection (the "Circular") with the Meeting under the heading "Business of the Meeting". We encourage you to access and review the Circular before voting.

How to Vote Your Shares: Please follow the instructions in the accompanying form of proxy or voting instruction form with respect to communicating your voting instructions and returning such document. To be valid, a proxy must be signed and deposited no later than 10:00 a.m. (Toronto time) on April 29, 2026 or, if the Meeting is adjourned, 48 hours (excluding Saturdays and holidays) before any reconvened meeting. Please note that in the case of a voting instruction form your intermediary may require you to deliver your voting instruction form prior to this proxy delivery deadline.

Should you wish to receive paper copies of investor materials related to the Meeting, or have any questions about notice-and-access, please contact us toll free at +1 800-361-6453 or [email protected]. 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.