Richelieu Hardware Ltd. — Annual Report 2026

Feb 27, 2026

ANNUAL INFORMATION FORM FINANCIAL YEAR ENDED ON NOVEMBER 30, 2025

RICHELIEU HARDWARE LTD.

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FEBRUARY 27, 2026

TABLE OF CONTENTS

INFORMATION INCORPORATED BY REFERENCE 1 FORWARD-LOOKING INFORMATION 1 CORPORATE STRUCTURE 1 Inter-Corporate Relationship 1 GENERAL DEVELOPMENT OF THE BUSINESS 1 Overview 1 Acquisitions 1 NARRATIVE DESCRIPTION OF THE BUSINESS 2 Distribution Activities 2 Marketing 2 Suppliers 2 Human Resources 3 Competition 3 Environment and Sustainable Development 3 RISK FACTORS 3 Economic Conditions 3 Market and Competition 3 Foreign Currency 3 Supply and Inventory Management 3 Acquisition Risks 3 Credit 4 Labour Relations and Qualified Employees 4 Stability of Key Officers 4 Product Liability 4 IT Contingency Plan and Data Security 4 Natural Disasters, Terrorist Acts, Civil Unrest, Pandemics and Other Disruptions and Upheavals 4

DIVIDENDS 4 CAPITAL STRUCTURE 4 MARKET FOR SECURITIES 4 DIRECTORS AND EXECUTIVE OFFICERS 5 Directors 5 Executive Officers 5 Shareholdings of Directors and Executive Officers 5 Cease of Trade Orders, Bankruptcies, Penalties and Sanctions 5 LEGAL PROCEEDINGS 5 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 5 TRANSFER AGENT AND REGISTRARS 5 MATERIAL CONTRACT 5 I NTEREST OF EXPERTS 5 INFORMATION ON THE AUDIT COMMITTEE 6 Charter and Composition of the Committee 6 Financial Literacy 6 Non-Audit Services 6 Compensation of Auditors 6 ADDITIONAL INFORMATION 6 APPENDIX Appendix A - Charter of the audit committee A-1

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RICHELIEU 2025 ANNUAL INFORMATION FORM

INFORMATION INCORPORATED BY REFERENCE

Certain information contained in this Annual Information Form ("AIF") may be found in other documents filed by us with Canadian securities regulators, including the 2025 Management’s Discussion & Analysis available via SEDAR+ and which can be accessed at www.sedarplus.com. See also the section in this AIF entitled "Additional Information".

Unless stated otherwise, i) the information contained in this AIF is given as at November 30, 2025; ii) unless the context otherwise indicates, "Richelieu", the "Corporation", "we", "us" and "our" refers to Richelieu Hardware Ltd. and its direct and indirect subsidiaries; and iii) all dollar amounts in this AIF are expressed in Canadian dollars. Disclosure of information in this report has been limited to those which management has determined to be “material”, on the basis that omitting or misstating such information would influence or change a reasonable investor’s decision to purchase, hold or dispose of securities in the Corporation.

FORWARD-LOOKING INFORMATION

Certain statements contained in this AIF constitute forward-looking information within the meaning of securities laws.

Implicit in this information, particularly in respect of the Corporation’s future operating results and economic performance are assumptions regarding projected revenues and expenses. These assumptions, although considered reasonable by the Corporation at the time of preparation, may prove to be incorrect. Readers are cautioned that the Corporation’s future operating results and economic performance are subject to a number of risks and uncertainties and could differ materially from what is currently expected. Unless otherwise indicated, financial and other information herein are presented on a consolidated basis.

Forward-looking information contained in this report is based on management’s current estimates, expectations and projections, which management believes are reasonable as of the current date. The reader should not place undue reliance on forward-looking statements and should not rely upon this information as of any other date. While the Corporation may elect to do so, it is under no obligation and does not undertake to update this information at any particular time, unless required by applicable securities law.

CORPORATE STRUCTURE

Richelieu Hardware Ltd., which registered office is located at 7900 HenriBourassa Blvd. West, Montreal, Quebec, was incorporated under Part I of the Companies Act (Quebec) by letters patent dated September 16, 1968 and registered on October 8, 1968, and was continued under Part IA of the Companies Act (Quebec) by Certificate of Continuance dated November 30, - 1983. The Corporation amalgamated with 2539 9346 Quebec Inc. by Certificate of Amalgamation dated December 1, 1987.

By Certificates of Amendment dated February 7, 1989, and May 18, 1993, certain amendments were made to the Corporation’s charter provisions and share capital, including the subdivision of the 28,090 common shares then outstanding into 6,000,000 common shares and the creation of an unlimited number of preferred shares issuable in series.

On July 27, 1993, Richelieu completed its initial public offering and secondary - distribution by Schroder Canadian Buy Out Fund and Company, Limited, Schroder Canadian Buy-Out Limited Partnership and Schroder-CIBC and Company, Limited.

On April 9, 1999, and on July 20, 2001, the Corporation proceeded with a subdivision, on a two-for-one basis, of all of the outstanding shares of its capital stock. On February 29, 2016, the Corporation proceeded to a new subdivision, on a three-for-one basis this time, of all of the outstanding shares of its capital stock.

Inter-Corporate Relationship

The following table sets out all direct or indirect subsidiaries of Richelieu as at November 30, 2025. The financial information pertaining to all the subsidiaries named below is consolidated in the financial statements incorporated by reference herein. On November 30, 2025, total assets and sales of subsidiaries held by the Corporation represented 93% of the consolidated assets and 81% of the consolidated sales of the Corporation:

Subsidiaries	Incorporated under the Laws of	Percentage of Ownership
Richelieu Finance Ltd.(1) Quebec 100%
Richelieu Hardware Canada Ltd. Ontario 100%
Richelieu America Ltd. Delaware(USA) 100%
Distributions 20/20 Inc. Canada 100%
Les Industries Cedan Inc. Quebec 100%
Quincaillerie Rabel Inc. Quebec 100%
Euro Ornamental Forgings Inc.(2) Ontario 100%
Olympic Forest Products Inc.(3) Ontario 100%
Provincial Woodproducts Ltd. Newfoundland 100%
Usimm Unigrav Inc. Quebec 100%
Mill SupplyLimited(4) Nova Scotia 100%
Les Industries Camcoat Quebec Inc. Quebec 100%
Ideal SecurityInc. Quebec 100%
Finmac Lumber Limited(5) Manitoba 100%
Menuiserie des Pins Ltée Quebec 90%
Interco Division 10 Inc.(6) Ontario 75%

(1) Richelieu Finances Ltd. owns 100% of all issued and outstanding shares of Richelieu Hardware Canada Ltd.

(2) Richelieu Hardware Canada Ltd. owns 100% of all issued and outstanding shares of Euro Ornamental Forgings Inc.

(3) Richelieu Hardware Canada Ltd. owns 100% of all issued and outstanding shares of Olympic Forest Products Inc.

(4) Richelieu Hardware Canada Ltd. owns 100% of all issued and outstanding shares of Mill Supply Limited.

(5) Richelieu Hardware Canada Ltd. owns 100% of all issued and outstanding shares of Finmac Lumber Limited.

(6) Richelieu Hardware Canada Ltd. owns 75% of all issued and outstanding shares of Interco Division 10 Inc.

GENERAL DEVELOPMENT OF THE BUSINESS

Overview

Richelieu is a leading importer, distributor and manufacturer of specialized hardware and related products in Canada. The Corporation also acts as a North American leader in its specialty. With 119 distribution centers, including three manufacturing plants, Richelieu serves its market from coast to coast.

Acquisitions

The market position now occupied by Richelieu is mainly due to its aggressive acquisition program undertaken since 1987. Capitalizing on significant fragmentation in the specialty hardware industry, Richelieu has completed 99 strategic acquisitions at a total cost of over $493 million.

The Corporation’s acquisition program has enabled Richelieu to successfully expand the breadth of its product assortment, diversify its distribution activities geographically and its markets, reach a broader customer base, gain access to new sources of supply from leading manufacturers worldwide, as well as consolidate its purchasing power with respect to the supply and shipping of products. Richelieu also relies on the services of qualified managers and experienced sales representatives.

Over the last three financial years, the Corporation has, either directly or through one of its wholly-owned subsidiaries, completed the following acquisitions:

Effective January 1st, 2023, the Corporation acquired, through a newly incorporated subsidiary, 100% of the issued and outstanding shares of Usimm Inc., in partial consideration of which a participation equivalent to 5% of the share capital of said newly incorporated subsidiary has been issued in the name of the seller.

Effective January 1st, 2023, the Corporation acquired, through a newly incorporated subsidiary, 100% of the issued and outstanding shares of Unigrav Inc., in partial consideration of which a participation equivalent to 20% of the share capital of said newly incorporated subsidiary has been issued in the name of the sellers.

Effective January 4, 2023, the Corporation acquired all issued and outstanding shares of Quincaillerie Rabel Inc., a specialty hardware distributor operating a distribution center in Terrebonne (Quebec).

Effective January 6, 2023, the Corporation acquired all issued and outstanding shares of Trans-World Distributing Inc., a distributor of industrial fasteners operating a distribution center in Dartmouth (Nova Scotia).

Effective April 3, 2023, the Corporation acquired the principal net assets of Maverick Hardware Inc., a distributor of specialized hardware operating a distribution center in Eugene (Oregon).

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Effective April 30, 2023, the Corporation acquired the principal net assets of Westlund Distributing Inc., a distributor of specialized hardware products operating a distribution center in Monticello (Minnesota).

Effective December 1, 2023, the Corporation acquired all the issued and outstanding shares of Olympic Forest Products Inc., a distributor of specialized lumber and panel products operating a distribution center in Erin (Ontario).

Effective January 15, 2024, the Corporation acquired the principal net assets of Rapid Start LLC, a distributor of specialized hardware operating a distribution center in Rittman (Ohio).

Effective March 27, 2024, the Corporation acquired the principal net assets of Allegheny Plywood Company, Inc., a distributor of specialized panels and decorative surfaces operating a distribution centers in Pittsburgh (Pennsylvania), as well as two other distribution centers in Allentown (Pennsylvania) and in Cleveland (Ohio).

Effective November 13, 2024, the Corporation acquired the net principal assets of Panexel Inc., a distributor of decorative panels operating a distribution center in Boucherville (Quebec).

Effective December 1, 2024, the Corporation acquired all issued and outstanding shares of Mill Supply Limited, a distributor of hardware and specialty products operating two distribution centers in Dartmouth (Nova Scotia) and Charlottetown (Prince Edward Island).

Effective January 6, 2025, the Corporation acquired the principal net assets of Darant Distributing Corporation, a distributor of specialized hardware operating a distribution center in Denver (Colorado).

Effective January 13, 2025, the Corporation acquired the principal net assets of Midwest Specialty Products LLC, a distributor of decorative surfaces operating a distribution center located in Minneapolis (Minnesota).

Effective February 4, 2025, the Corporation acquired, through its Interco Division 10 Inc. subsidiary, the principal net assets of Modulex Partition Corporation, a distributor of division 10 products operating a distribution center in Hillside (New Jersey).

Effective April 1, 2025, the Corporation acquired the principal net assets of Rhoads & O'Hara Architectural Products, LLC, a distributor of architectural panels and related products operating a distribution center in Vineland (New Jersey).

Effective May 1, 2025, the Corporation acquired all issued and outstanding shares of Les Industries Camcoat Québec Inc., a distributor of finishing products operating in the Greater Montreal Area (Quebec).

Effective September 2, 2025, the Corporation acquired all issued and outstanding shares of Ideal Security Inc., a Montreal (Quebec) distributor of specialized hardware.

Effective October 1, 2025, the Corporation acquired all issued and outstanding shares of Finmac Lumber Limited, a distributor of specialized wood products operating a distribution center in Winnipeg (Manitoba).

Effective October 29, 2025, the Corporation acquired the principal assets of Klassen Bronze Limited, a Canadian distributor of specialized products.

NARRATIVE DESCRIPTION OF THE BUSINESS

Distribution Activities

Richelieu’s customer base includes kitchen and bathroom cabinets, storage and closet, home furnishing and office furniture, doors and windows manufacturers, residential and commercial woodworkers and hardware retailers, including renovation superstores. In serving such markets, Richelieu continuously monitors its product line to emphasize state-of-the-art products and to eliminate unprofitable slow moving product lines. Our mission is to create value for our shareholders and contribute to the growth and success of our clients by supporting their creativity and competitiveness, whatever their specialty or industry, while promoting a corporate culture focused on quality of service, results, partnership and intrapreneurship.

The following list summarizes the main product categories carried by Richelieu:

• Functional cabinet hardware and assembly products for manufacturing of kitchen cabinets and furniture , including traditional and concealed cabinet door hinges, drawer slides, sliding door systems, screws, fittings, swivels, lighting products, brackets and other related hardware products and specialized tools sourced from international manufacturers;

• Decorative hardware products such as handles, knobs and mouldings available in a variety of styles, finishes and sizes;

• High pressure laminates in a variety of colours and types of finishes, craft wood veneers, solid surfaces and quartz for countertops, decorative tambours, adhesives and related mouldings and panels;

• Decorative and functional panels which include particle boards, melamine panels and medium density fiber panels (MDF);

• Veneer sheets and edge banding products in wood, melamine or polyester and in a wide range of finishes and sizes;

• Kitchen accessories including storage systems, cutlery trays, sinks, lazy susans, towel racks, pullout storage and pantry systems, decorative kitchen accessories, waste bins and working surfaces;

• Closet storage solutions;

• Finishing products such as lacquers, stains and varnishes;

• Glass, railing, baluster and related hardware products ;

• Floor protection products ;

• Ergonomic workstation components ;

• Marker boards and Tackboards;

• Door and window components; and

• Hand tools, power tool accessories and related products.

The distribution activities of Richelieu are the core of its business and accounted for approximately 98% of its total sales in fiscal year 2025. As at November 30, 2025, the Corporation’s product selection exceeded 145,000 items (referred to as “stock keeping units” or “SKUs”). The expertise and dynamism of the team, the strength of the network, and the effectiveness of the service, innovation and acquisition strategies remain the pillars of Richelieu’s growth.

Richelieu’s order processing system enables it to ship customer orders in a timely and efficient manner. Items are normally stocked in warehouse locations, according to historical demand patterns. Inventory records are computerized so that any order may be delivered from the warehouse located closest to the customer. Inventories are constantly adjusted in response to evolving changes in demand.

In order to minimize delivery time, Richelieu engages, for the most part, the services of various independent transportation companies to deliver large bulk order shipments to its largest customers. For smaller orders, Richelieu has delivery arrangements with various independent courier companies that provide preferential shipping rates established on the basis of the volume of goods shipped annually. These arrangements enable Richelieu to avoid the higher costs of running its own transportation system, while retaining full control and flexibility in the management of its delivery network. Richelieu is committed to provide customers with timely error-free order processing and rapid delivery, generally within 24 hours from order placement.

Marketing

Richelieu’s extensive client base of more than 120,000 active customers is served through 51 sales locations across Canada, 65 sales locations across the United States, the www.richelieu.com website, and 3 manufacturing plants in Canada. Of this total, approximately 110,000 customers are manufacturers of kitchen and bathroom cabinets, storage and closet, furniture, doors and windows manufacturers, or residential and commercial woodworkers, which, in fiscal 2025, accounted for approximately 89% of Richelieu’s total sales. Other accounts are mainly comprised of retailers, including large renovation superstores. The retail market accounted for the remaining 11% of Richelieu’s sales during the same period.

In fiscal 2025, 23% of Richelieu’s total sales originated from Eastern Canada, 18% from Ontario, 14% from Western Canada and 45% from the United States or abroad. In the same fiscal year, Richelieu’s five largest customers accounted for approximately 7% of Richelieu’s total sales.

Suppliers

Richelieu provides its customers with a vast assortment of high-end products sourced directly from manufacturers worldwide. Richelieu seeks to maintain strong relationships with high quality suppliers.

Richelieu provides its suppliers with an extensive North American distribution network, a specially trained sales force and a comprehensive marketing program. Approximately 74% of Richelieu’s purchases are made from foreign manufacturers. In fiscal 2025, Richelieu’s five largest suppliers collectively

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RICHELIEU 2025 ANNUAL INFORMATION FORM

accounted for approximately 25% of Richelieu’s total purchases, with the largest supplier accounting for approximately 11%. Richelieu maintains good relationships with its domestic and international suppliers. In the unlikely event an important supplier would choose to cease doing business with the Corporation, Richelieu could source alternative manufacturers for each of its product lines.

Human Resources

Richelieu employed over 3,200 employees as at November 30, 2025. Of these, 2,869 employees were involved in distribution activities, half of which were directly involved in sales, customer service and marketing activities and 131 were involved in the manufacturing operations. Close to 50% of all employees are also shareholders of Richelieu.

Eight collective agreements currently cover approximately 11% of Richelieu’s workforce. The following bargaining units are presently covered by collective agreements which expire on the following dates:

Establishment	Expiry Date
Richelieu(St. Laurent, Quebec) November 30, 2028
Richelieu(Mississauga, Ontario) March 31, 2026
Richelieu(Reliable Fasteners Division) Under negotiation
Richelieu(PJ White Hardwoods Division) February24, 2028
Cedan Industries October 31, 2030
Distributions 20/20 October 31, 2026
Finmac Lumber September 30, 2026
Menuiserie des Pins March 31, 2026

With the exception of a labour dispute that occurred in June 2024 at its SaintLaurent facility, which was resolved through sustained dialogue and concerted efforts between management and union representatives, Richelieu has consistently maintained a constructive labour relations climate. Negotiations relating to the above-mentioned collective agreements were conducted in a spirit of collaboration and mutual respect, within parameters that balanced organizational priorities with employees’ interests.

Competition

The specialty hardware market remains highly fragmented and, despite certain well-established competitors in the United States, is composed of a multitude of regional distributors offering a limited range of products. In addition, certain manufacturers distribute their products directly. Richelieu differentiates itself from its competitors by the combination of its North American distribution network, its highly trained sales force and its vast assortment of quality products. Richelieu's management believes that, due to its unique business profile, Richelieu is well positioned to compete effectively in the North American specialty hardware and complementary products market.

Environment and sustainable development

Richelieu is committed to work collaboratively with other industry partners to implement new technologies, in accordance with applicable best practices, as well as energy management programs to reduce its electricity and gas emissions across its business. Preserving and enhancing biodiversity is an important component of its design, R&D and supply chain management efforts. Recognition for its environmental and sustainable development policies and practices include several environmental certifications as well as significant packaging reduction efforts.

Although Richelieu only recently began establishing tracking processes intended to better measure and better qualify its environmental performance, it has, through the years, integrated a culture of safety and emergency preparedness throughout its organization, as required maintain the integrity of its entire supply chain. Richelieu does intend to continue expanding its environmental, social and governance reporting infrastructure in the future.

Richelieu recognizes that operating its hardware distribution business, transporting the goods it distributes over thousands of miles of supply chainrelated travels as well as maintaining in excess of 119 locations across North America, comes with an environmental responsibility. Throughout its organization, from the top down, Richelieu remains committed to maintaining and operating its assets safely, efficiently, and in an environmentally responsible manner. To protect its employees, the public, and the environment, Richelieu invests each year on integrity management, maintenance, and environmental programs to achieve these goals.

In addition to its leadership teams, the Board further oversees the implementation of future ESG initiatives. The Board periodically reviews, together with management, Richelieu's reputation as a responsible corporate citizen and its efforts to employ sustainable business practices consistent with its business purpose and values.

RISK FACTORS

Richelieu is exposed to different risks that can have a material adverse effect on its profitability. To offset such risks, the Corporation has adopted various strategies adapted to the major risk factors as follows.

Economic Conditions

The Corporation’s business and financial results partly depend on general economic conditions and the economic factors specific to the renovation and construction industry. Any economic downturn could lead to a decline in sales and have an adverse impact on the Corporation’s financial performance.

Market and Competition

The specialty hardware and renovation products segment is highly competitive. Richelieu has developed a business strategy rooted in a diversified product offering in various targeted niche markets in North America and sourced from suppliers around the world, in creative marketing and in unparalleled expertise and quality of service. Up to now, this strategy has enabled it to benefit from a solid competitive edge. However, if Richelieu were unable to implement its business strategy with the same success in the future, it could lose market shares and its financial performance could be adversely affected.

Foreign Currency

Richelieu is exposed to the risks related to currency fluctuations, primarily in regard to foreign-currency denominated purchases and sales made abroad.

The Corporation’s products are regularly sourced from abroad. Thus, any increase in foreign currencies (primarily the U.S. dollar and euro) compared with the Canadian dollar tends to raise its supply cost and thereby affect its consolidated financial results. These currency fluctuations related risks are mitigated by the Corporation’s ability to adjust its selling prices within a relatively short timeframe to protect its profit margins although significant volatility in foreign currencies may have an adverse impact on its sales.

Sales made abroad are mainly recorded in the United States and account for approximately 45% of Richelieu’s total sales. Any volatility in the Canadian dollar therefore tends to affect consolidated results. This risk is partially offset by the fact that major purchases are denominated in U.S. dollars.

Supply and Inventory Management

Richelieu must anticipate and meet its customers’ supply needs. To that end, Richelieu must maintain solid relationships with suppliers respecting its supply criteria. The inability to maintain such relationships or to efficiently manage the supply chain and inventories could affect the Corporation’s financial position. Similarly, Richelieu must track trends and its customers’ preferences and maintain inventories meeting their needs, failing which its financial performance could be adversely affected.

To mitigate its supply-related risks, Richelieu has built solid long-term relationships with numerous suppliers on several continents, most of whom are world leaders.

Acquisition Risks

Acquisitions in North America remain an important strategic focus for Richelieu. The Corporation will maintain its strict acquisition criteria and pay particular attention to the integration of its acquisitions. Nevertheless, there is no guarantee that a business matching Richelieu’s acquisition criteria will be available and there can be no assurance that the Corporation will be able to make acquisitions at the same pace as in the past. However, the fact that the U.S. market remains highly fragmented and that acquisitions are generally of limited size reduces the inherent financial and operational risks.

Credit

The Corporation is exposed to the credit risk related to its accounts receivable. Richelieu has adopted a policy defining the credit conditions for its customers to safeguard against credit losses arising from doing business with them. For each customer, the Corporation sets a specific limit that is regularly reviewed. The diversification of its products, customers and suppliers reasonably safeguards the Corporation against a concentration of its credit risk. No customer of the Corporation accounts for more than 10% of its accounts receivable.

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RICHELIEU 2025 ANNUAL INFORMATION FORM

Labour Relations and Qualified Employees

To achieve its objectives, Richelieu must attract, train and retain qualified employees while controlling its payroll. The inability to attract, train and retain qualified employees and to control its payroll could have an impact on the Corporation’s financial performance.

Close to 11% of Richelieu’s workforce is unionized. The Corporation’s policy is to negotiate collective agreements at conditions enabling it to maintain its competitive edge and a positive and satisfactory working environment for its entire team. Any prolonged interruption in operations as a result of a new broad labour conflict could nevertheless have an adverse impact on the Corporation’s financial results.

Stability of Key Officers

Richelieu offers a stimulating working environment and a competitive compensation plan, which help it retain a stable management team. Failure to retain the services of a highly qualified management team could compromise the success of Richelieu’s strategic execution and expansion, which could have an adverse impact on its financial results. To adequately manage its future growth, the Corporation adjusts its organizational structure as needed and strengthens the teams at the various levels of its business. It should be noted that close to 50% of its employees, including senior officers, also own shares in Richelieu.

Product Liability

In the normal course of business, Richelieu is exposed to various product liability claims that could result in major costs and affect the Corporation’s financial position. Richelieu has agreements containing the usual limits with insurance companies to cover the risks of claims associated with its operations.

IT Contingency Plan and Data Security

The IT structure implemented by Richelieu enables it to support its operations and contributes to ensuring their efficiency. As the occurrence of a disaster, including a major interruption of its computer systems, could affect its operations and financial performance, the Corporation has implemented a crisis management and IT contingency plan to reduce the extent of such a risk. This plan provides among others for an alternate physical location in the event of a disaster, generators in the event of power outages and a relief computer as powerful as the central computer. A breach of the Corporation’s IT security, loss of customer data or system disruption could adversely affect its business and reputation.

Richelieu’s business is dependent on its online sales, payroll, transactions, financial, accounting and other data processing systems. The Corporation relies on these systems to process, on a daily basis, a large number of transactions. Any security breach in its business processes and/or systems has the potential to impact its customer information, which could result in the potential loss of business. If any of these systems fail to operate properly or become disabled, the Corporation could potentially lose control of customer data and suffer financial loss, a disruption of its businesses, liability to customers, regulatory intervention or damage to its reputation. In addition, any issue of data privacy as it relates to unauthorized access to, or loss of, customers and/or employees information could result in the potential loss of business, damage to Richelieu’s market reputation, litigation and regulatory investigation and penalties. To reduce its risk, the Corporation continuously invests in the security of its IT systems, business processes improvements, and enhancements to its culture of information security.

Natural Disasters, Terrorist Acts, Civil Unrest, Pandemics and Other Disruptions and Upheavals

Upon the occurrence of a natural disaster, or upon an incident of war, riot or civil unrest, the impacted country, province, state or region may not efficiently and quickly recover from such event, which could have a materially adverse effect on the Corporation, its customers, and/or either of their businesses or operations. Terrorist attacks, public health crises including epidemics, pandemics or outbreaks of new infectious diseases or viruses, domestic and global trade disruptions, infrastructure disruptions, civil disobedience or unrest, natural disasters, national emergencies, acts of war, technological attacks and related events can result in volatility and disruption to local and global supply chains, operations, mobility of people and the financial markets, which could affect interest rates, credit ratings, credit risk, inflation, business, financial conditions, results of operations and other factors relevant to the Corporation, its customers, and/or either of their businesses or operations, which may have a material adverse effect on the Corporation's reputation, business, financial conditions or operating results.

DIVIDENDS

On January 15, 2026, the board of directors declared a quarterly dividend at $0.1566 per share. The following table shows the dividends declared by the Corporation and paid to shareholders over the last three financial years:

2025	2024	2023
$0.6133 $0.6000 $0.6000

CAPITAL STRUCTURE

The authorized share capital of the Corporation consists of an unlimited number of common shares and an unlimited number of non-voting first and second ranking preferred shares issuable in series, the attributes of which must be approved by the board of directors. As of January 15, 2026, there were 54,929,836 issued and outstanding common shares.

MARKET FOR SECURITIES

The common shares of the Corporation are listed on the Toronto Stock Exchange under the symbol “RCH”. The following table presents the price range and trading volume of the common shares of the Corporation on such stock exchange for the fiscal year ended on November 30, 2025:

Month	High ($)	Low ($)	Trading Volume
December 2024 41.13 37.44 1,194,009
January2025 43.20 36.72 2,625,698
February2025 40.78 35.77 1,831,065
March 2025 37.00 32.88 1,497,655
April 2025 36.39 31.81 1,682,302
May2025 35.58 31.91 1,282,177
June 2025 36.70 33.88 1,139,444
July2025 37.62 34.27 1,549,689
August 2025 38.00 34.18 1,041,316
September 2025 36.95 34.03 1,960,856
October 2025 38.67 32.54 2,772,515
November 2025 39.37 36.11 2,240,719

DIRECTORS AND EXECUTIVE OFFICERS

Directors

The following table indicates, as of the present date, for each director of the Corporation, name and province of residence, principal occupation and the year during which they began serving as a director. The directors are elected until the next annual shareholders’ meeting or, in the case of a vacancy or resignation, until the election or nomination of a successor:

Name and Province of Residence	Principal Occupation	Director Since
SYLVIE VACHON(1) Quebec, Canada Corporate Director 2015
RICHARD LORD Quebec, Canada President and Chief Executive Officer Richelieu Hardware Ltd. 1988
LUCIE CHABOT(4) Quebec, Canada Corporate Director 2020
FRANÇOIS GRATTON(4) Quebec, Canada Executive Chair - RFNow Inc. and Valley Fiber Ltd. 2024
MARIE LEMAY(5) Quebec, Canada Corporate Director 2021
LUC MARTIN(2) Quebec, Canada Corporate Director 2020
PIERRE POMERLEAU(5) Quebec, Canada Executive Chairman of the Board Pomerleau Inc. 2016
MARC POULIN(3) Quebec, Canada Corporate Director 2013

(1) Chairwoman of the Board

(2) Chairman of the Audit Committee

(3) Chairman of the Human Resources and Governance Committee

(4) Member of the Audit Committee

(5) Member of the Human Resources and Governance Committee

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Executive Officers

The following table sets forth, as of the date hereof, the name and province of residence, the position and the first year of employment of each Executive Officer of the Corporation, as well as that of its Corporate Secretary:

Name and Province of Residence	Position	Employed Since
RICHARD LORD Quebec, Canada President and Chief Executive Officer 1988
ANTOINE AUCLAIR Quebec, Canada Chief Financial Officer and Chief Operating Officer 2011
GUY GRENIER Quebec, Canada Vice President Sales and Marketing - Industrial 1989
DOMINIQUE DUCAP Quebec, Canada Vice President Finance 2012
ERIC PLOUFFE Quebec, Canada Vice President Supply Chain 2024
DENIS GAGNON Quebec, Canada Vice President Information Technology 2018
ERICK BOILY Quebec, Canada Vice President Human Resources 2025
CRAIG RATCHFORD North Carolina, USA Vice President General Manager - United States 2016
JULIE MARINEAU Quebec, Canada Vice President Sales to Retailers 2025
NICK TASSONE Ontario, Canada Vice President Specialized Markets 2001
JOHN STATTON Alberta, Canada General Manager Western Canada 1994
YANNICK GODEAU Quebec, Canada Corporate Secretary 2014

Shareholdings of Directors and Executive Officers

As of January 15, 2026, the directors and executive officers of the Corporation, as a group, were the beneficial holders, directly or indirectly, of 4,398,161 common shares of the Corporation, representing approximately 8.0% of the outstanding common shares.

Cease of Trade Orders, Bankruptcies, Penalties and Sanctions

To the best of the Corporation's knowledge, no Director or Officer of Richelieu is, or has been within the past 10 years, a Director, a Chief Executive Officer or a Chief Financial Officer of any corporation that, (i) while such person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied such corporation access to any exemptions under Canadian securities legislation for a period of more than 30 consecutive days; or (ii) was subject to a cease trade or similar order or an order that denied such corporation access to any exemptions under Canadian securities legislation for a period of more than 30 consecutive days that was issued after the Director or Officer ceased to act in that capacity which resulted from an event that occurred while that person was acting in that capacity.

To the best of the Corporation's knowledge, no Director or Officer of Richelieu or, shareholder of Richelieu holding a sufficient number of securities of Richelieu to affect materially the control of Richelieu (a "Control Person") is, or has been within the past 10 years, a Director or Officer of any corporation that while such person was acting in that capacity, or within a year of that person ceasing to act in that capacity, was declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

To the best of the Corporation's knowledge, no Director, Officer or Control Person of Richelieu has been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority, nor has any Director, Officer or Control Person of Richelieu been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

To the best of the Corporation's knowledge, no Director, Officer or Control Person of Richelieu, nor any personal holding company of any such person, has within the past 10 years, been declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors filed lawsuits against them, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

LEGAL PROCEEDINGS

The Corporation is not currently a party to any proceedings or claims or actions for which the potential issue would have a material adverse effect on its financial condition and operating results.

INTEREST OF EXECUTIVE OFFICERS AND OTHER INFORMED PERSONS IN MATERIAL TRANSACTIONS

No director, executive officer or other informed person of the Corporation, nor any associate or affiliate of the foregoing persons has had any interest, directly or indirectly, in any material transaction since the commencement of the Corporation’s last fiscal year.

TRANSFER AGENT AND REGISTRARS

The transfer agent and register of the Corporation’s common shares is Computershare Investor Services Inc. located at 1500 University Street, Suite 700, Montreal, Quebec, H3A 3S8. A share transfer service is offered by Computershare Trust Company at its offices located in Montreal, Quebec, and in Toronto, Ontario.

MATERIAL CONTRACT

Except for contracts entered into in the normal course of business, Richelieu has not entered into any material contract before or during the most recently completed financial year.

INTEREST OF EXPERTS

Ernst & Young LLP acts as auditors of Richelieu and accordingly has signed the auditors’ report on Richelieu’s annual consolidated financial statements for the year ended November 30, 2025. The partners and staff of Ernst & Young LLP do not beneficially own, directly or indirectly, any of the issued and outstanding common shares of Richelieu.

INFORMATION ON THE AUDIT COMMITTEE

Charter and Composition of the Committee

The Audit Committee is comprised of three (3) independent directors who are financially literate, namely Mr. Luc Martin (Chair), Ms. Lucie Chabot and Mr. François Gratton. The Chair of the board of directors also acts as an ex officio member. This Committee is responsible for assisting the board of directors in the fulfillment of its duties with respect to financial accounting and financial reporting practices as well as the adequacy and integrity of internal controls, disclosure, risk management and financial information. Duties and responsibilities of the Audit Committee are described in the Audit Committee Charter, a copy being attached as Appendix A.

Financial Literacy of Audit Committee Members

Mr. Luc Martin graduated with a bachelor's degree in business administration from the École des Hautes Études Commerciales and was awarded the chartered accountant (CA) designation in 1981. Mr. Martin is a member of the boards of directors of Fonds de Placement Immobilier BTB, for which Mr. Martin presides over the audit committee, as well as a member of the board of directors of Behaviour Inc., a private corporation. From 2002 to 2014, M. Martin held several senior positions at Deloitte Canada, including partner - audit & assurance, practice leader - manufacturing and managing partner - finances and operations. Mr. Martin’s training and extensive business experience ensure an excellent understanding and assessment of all accounting norms and principles applicable to Richelieu.

Ms. Lucie Chabot graduated from Laval University with a bachelor of business administration and was awarded the chartered accountant (CA) designation in 1983. She was named to the national honour roll of the Canadian Institute of Chartered Accountants, ranking 11th in Canada in 1982. Ms. Chabot is a member of the board of directors, and chair of the audit committee, of Albecour, as well as a member of the board of directors, chair of the audit committee and member of the governance and nominating committee of Transat A.T. From 2017 to 2021, Ms. Chabot has served as chair of the board of directors, the audit committee, the information technology committee, and was also a member of the human resources committee of CDMV, a Canadawide distributor of products and services for veterinarians, as well as of the board of directors and chair of the audit committee of Tourisme Montréal. From 2014 to 2018, Ms. Chabot acted as chief financial officer of Sail Plein Air Inc. Her training and experience provide her with an excellent understanding of all business issues to which Richelieu may be exposed while allowing her to fully comprehend all accounting principles used by Richelieu, including the ability to evaluate financial statements presenting accounting issues of similar importance and complexity to those experienced at Richelieu.

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Mr. François Gratton holds an MBA from Harvard Business School and a Bachelor of Law from the Université de Montréal and the Quebec Bar Association. In 2009, he was named one of Canada’s Top 40 Under 40. Mr. Gratton has over 20 years of executive experience in technology and telecommunications, including a vast experience in corporate M&A with a focus on industry consolidations in health, agriculture technologies and telecom. on Health Tech Solutions. From 2008 to 2021, Mr. Gratton presided over many business unites for Telus, a global information technology and communications company and, from 2015 to 2021, acted as Executive VicePresident, TELUS Group President and Chair at TELUS Quebec, TELUS Health and TELUS agriculture. Prior to TELUS, Mr. Gratton served as Executive Vice-President, Healthcare Provider Solutions, at Emergis, then Canada’s leading healthcare IT firm and a then TSX listed company. Mr. Gratton currently serves as Executive Chair of the Boards of Valley Fiber and RFnow, two private equity backed telecommunications companies developing fiber networks in rural settings. He also serves on the boards of Agetech Capital, Sollum Technologies and Groupe Le Massif for which he sits on the Audit and Marketing Committees, and Chairs the board of Le Phare, a unique pediatric palliative care resource dedicated to children with lifethreatening illnesses and their families.

Non-Audit Services

Pursuant to the charter of the Audit Committee, all non-audit services performed by the external auditors of Richelieu, or by members of their group, as well as fees related to those services must have previously been approved by the Audit Committee. Before approval, the Committee must also analyze the impact of those non-audit services on the independence of the external auditors. The Audit Committee has the power to delegate this responsibility to one of its members, who in turn must report to the committee the non-audit services so approved.

Compensation of Auditors

For the fiscal years ended November 30, 2025, and 2024, the Corporation paid the following fees to Ernst & Young LLP:

Category of Fees	Fees - 2025	Fees - 2024
Audit Fees $660,500 $576,400
Audit-related Fees $2,200 $2,000
Tax Fees $174,390 $183,700
Other consultation related Fees — $23,000
Total Fees $837,090 $785,100

In the above table, the expressions indicated in the "Category of Fees" column have the following meaning: "Audit Fees" include the aggregate fees billed by Ernst & Young LLP for the audit of annual consolidated financial statements, the reading of the quarterly financial statements, and other documents for regulatory filings. "Audit-related Fees" include the aggregate fees billed by Ernst & Young LLP for consulting services with respect to regulatory standards, accounting standards and due diligence reviews in connection with contemplated or completed acquisitions by the Corporation. "Tax Fees" include the aggregate fees billed by Ernst & Young LLP for professional services rendered for tax compliance, tax advice, as well as tax-planning services.

ADDITIONAL INFORMATION

Additional information relating to the Corporation may be found on SEDAR+ (www.sedarplus.com). Financial information relating to the Corporation is provided in the consolidated financial statements and the management’s discussion and analysis for its financial year ended November 30, 2025, both of which may be obtained on SEDAR+ or upon request to the Chief Financial Officer and Chief Operating Officer of the Corporation at 7900 Henri-Bourassa Blvd. West, Montreal, Quebec, H4S 1V4.

Additional information, including executive officers’ and directors’ compensation and indebtedness, if any, principal shareholders of the Corporation, stock options and interest of insiders in material transactions, if any, are contained in the Management Proxy Circular prepared for the Annual General Meeting of Shareholders.

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APPENDIX

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APPENDIX A

RICHELIEU HARDWARE LTD. CHARTER OF THE AUDIT COMMITTEE

AUDIT COMMITTEE

The Audit Committee (the "Committee") is appointed annually by the Corporation’s board of directors (the "Board"). The Committee is intended to allow the Corporation to fulfill all obligations imposed upon public companies with respect to audit committees and assists the Board in fulfilling its oversight responsibilities with respect to accounting and financial reporting processes of the Corporation and that of its consolidated subsidiaries, as in existence from time to time, by making all appropriate recommendations to the Board.

The committee shall, without limitation:

• a) Oversee the integrity of the Corporation’s financial reports and financial reporting process, including the audit process and the Corporation’s internal accounting controls, procedures and legal and regulatory compliance requirements;

• b) Oversee the work of the Corporation’s external auditors, and ascertain, annually their qualifications and independence;

• c) Oversee the work of the Corporation’s management team ("Management") with respect to all accounting and financial reporting processes; and

• d) Provide an efficient avenue of communication between external auditors, the Board and Management.

The function of the Committee is one of oversight and recommendation. It is not the duty or responsibility of the Committee nor of its members to (i) plan or conduct audit processes, (ii) determine whether the Corporation’s financial statements are complete and accurate and in accordance with applicable accounting practices; or (iii) conduct other types of auditing or accounting reviews or similar procedures or investigations. Board members appointed to the Committee shall provide broad oversight of financial, risk and control-related activities of the Corporation, but shall not be accountable nor responsible for any day-to-day operations, or the performance of such activities. After each Committee meetings, the Committee Chairman reports and effect recommendation to the Board on matters reviewed by the Committee, their activities and its compliance with this Charter.

Management is responsible for the preparation, presentation and integrity of the Corporation’s financial reporting and, more generally, for maintaining appropriate accounting, financial, reporting and risk assessment policies and practices, as well as other internal control processes necessary to provide reasonable assurance that assets are safeguarded, that transactions are properly authorized, recorded and reported, in compliance with applicable accounting standards, laws and regulations.

External auditors are responsible for planning and carrying out audits of the Corporation’s annual financial statements, in accordance with applicable auditing standards and as required to provide reasonable assurance that such financial statements are in accordance with then-current International Financial Reporting Standards. The external auditors are directly accountable to the Committee and to the Board as representatives of the Corporation’s shareholders.

Absent actual knowledge to the contrary (which shall be promptly reported to the Board), each Committee member shall be entitled to rely on (i) the integrity of those persons or organizations within and outside the Corporation from which it receives information, (ii) the accuracy of the financial information and other information provided to the Committee by such persons or organizations, and (iii) representations made by Management.

MEMBERSHIP AND ORGANIZATION

Following each annual meeting of shareholders, the Board shall elect three or more directors to serve on the Committee until the close of the next annual meeting of shareholders or until any such member ceases to be a director, resigns or is replaced, whichever first occurs. Any member may be removed from office or replaced at any time by the Board.

Subject to exceptions prescribed by applicable laws, regulations, policies, guidelines or requirements (collectively the "Applicable Requirements"), each member of the Committee shall remain "independent", and "financially literate" (as all such terms are defined by Applicable Requirements).

The Board shall appoint one of the Committee members to act as Committee chairman (the "Chairman"). Should the Chairman be absent from any meeting, the attending members shall then elect among them one member to act as Chairman for the duration of said meeting. The Chairman is responsible for:

• a) Preparing a calendar of Committee meetings;

• b) Preparing, in consultation with the Corporation’s Chief Financial Officer, the appropriate agenda for each Committee meetings, as well as ensuring that all required documents be made available on time;

• c) Chairing Committee meetings;

• d) Ensuring that the Committee fulfills its responsibilities under the present Charter; and

• e) Reporting to the Board on the matters reviewed by the Committee.

The Committee must hold a minimum of four regular meetings annually. Special meetings may, however, be called by the either the Chairman, the external auditors, the Chairman of the Board or by the President and Chief Executive Officer, as deemed required or appropriate. The quorum for all Committee meetings shall be set at the majority of its members.

AUTHORITY

The Committee has the authority to engage independent counsel and other advisors, as deemed necessary to carry out its responsibilities, to establish and pay for their remuneration, and to communicate directly with any such independent counsel, advisors or external auditors.

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RESPONSIBILITIES

1. External auditors

The Committee shall:

• a) Evaluate the performance of the external auditors and make recommendations to the Board on their appointment or reappointment;

• b) Review the external auditors’ terms of engagement and audit fees and make the appropriate recommendations to the Board;

• c) Receive reports regarding auditors’ independence, discuss such reports with auditors and make recommendations to the Board on appropriate actions to be taken to protect and/or enhance the external auditors’ independence;

• d) Approve, in advance, any engagements for non-audit services provided by the external auditors or their affiliates, together with the fees for such services, and consider the impact of such services on the external auditors’ independence. Notwithstanding the preceding, the Committee may, however, delegate said task to a single Committee member, which will report to the Committee thereafter, or adopt policies and procedures concerning the pre-approval of services to be provided by external auditors;

• e) Review proposed changes of external auditors and planned steps for an orderly transition;

• f) Following the inspection of the Corporation’s affairs by the Canadian Public Accountability Board (CPAB), discuss key findings revealed by said inspection with the external auditors, which shall include, but not be limited to:

• i) The nature and root cause of each significant findings revealed by the inspection;

• ii) Any additional work undertaken by the audit firm to correct the problems and the corresponding results;

• iii) The impact, if any, on previously issued or future financial statements; and

• iv) Any changes that the auditors will bring to their audit strategy as a result of such significant findings.

2. Audit Procedures

The Committee shall:

• a) Review, with the external auditors and Management, the audit plans of the external auditors and ascertain whether the scope of the planned audit can be relied upon to detect weaknesses in internal controls of the Corporation, fraud or other illegal acts;

• b) Review the working relationship between the external auditors and Management. Namely, the Committee shall review any problems experienced by the external auditors in performing the audit, including any restrictions imposed by Management or significant accounting issues on which there was a disagreement with Management;

• c) Review with Management the results of the external audits;

• d) Review any letter addressed to Management containing recommendations of the external auditors, Management’s responses, and subsequent follow-up to any identified weaknesses;

• e) Following each annual audit, establish questions to be answered by either the external auditors or Management, and review answers provided; and

• f) Take such other reasonable steps as deemed necessary to ensure that the audit was conducted in a manner consistent with all applicable legal and auditing standards and requirements enacted by applicable professional or regulatory bodies.

3. Financial Reporting and Accounting Trends

The Committee shall:

• a) Review the quality, appropriateness and acceptability of the Corporation’s accounting principles and practices used in its financial reporting, changes in the Corporation’s accounting principles or practices and the application by Management of particular accounting principles and disclosure practices concerning new transactions or events;

• b) Review and evaluate the presentation and impact of significant risks and uncertainties, including key estimates and judgments of Management likely to be considered material to financial reporting;

• c) Keep abreast of general accounting trends and issues of accounting principles, standards and practices which affect or may affect the Corporation, the Corporation’s financial statements and other financial disclosures, including the use of any "pro forma" or "adjusted" information not in accordance with generally accepted accounting principles; and

• d) Review and evaluate the treatment for financial reporting purposes of any significant transactions which are not a normal part of the Corporation’s operations.

4. Internal Controls

The Committee shall:

• a) Review and discuss the adequacy and effectiveness of the Corporation’s internal accounting and financial controls;

• b) Evaluate internal accounting and financial controls issues raised by the external auditors, including Management’s responses;

• c) Evaluate any material weaknesses in the internal control environment, including ones with respect to computerized information system controls and security;

• d) Ascertain Management’s compliance with the applicable internal controls processes;

• e) Establish procedures pertaining to:

• i) The receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or audit matters; and

• ii) The confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

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5. Corporate Financial Information and Public Disclosure

The Committee shall review and discuss, with the external auditors and Management and prior to their approval and release by the Board:

• a) The unaudited interim financial statements and the notes and Management’s Discussion and Analysis accompanying such financial statements;

• b) The audited annual financial statements and the notes, auditors’ report, Management’s Discussion and Analysis accompanying such financial statements and environmental, social and governance disclosures, as applicable and/or otherwise deemed beneficial and/or in the best interest of the Corporation;

• c) All reports or press releases which accompanies published financial statements (to the extent such a report or press release discusses the financial condition or operating results) for consistency of disclosure with the financial statements themselves, or otherwise reasonably expected to be considered material in relation to the market price of any of the Corporation’s securities; and

• d) All public disclosure documents or regulatory filings pursuant to applicable requirements and/or materiality standards.

The Committee shall further meet with Management to review processes and systems in place, as required to ensure that public disclosure documents containing audited and unaudited financial information be reliable and effectively reflect the Corporations then-current affairs. In doing so, the Committee will require each of the Chief Executive Officer and Chief Financial Officer to provide a certificate to that effect.

6. Other Responsibilities

The Committee shall:

• a) Be responsible for the oversight of the enterprise risk management (ERM) program and related work carried out by Management, including the preparation of quarterly updates to the Committee, each comprising an executive assessment of the risk landscape, the ERM risk register and risk status;

• b) Satisfy itself as to the effective risk Management of any risks for which oversight has been delegated to the Committee by the Board. In doing so, the Committee shall be entitled to retain experts and consultants to assist to Committee, or otherwise discharge such duties, in its discretion. The Committee’s Chair shall periodically report to the Board on any major issues arising with respect to the management of such key and/or material risks;

• c) Monitor other contingent liabilities of the Corporation and of its subsidiaries. In the discharge of this duty, the Committee shall have the discretion to retain experts and consultants and to review any matters, whether of a financial nature or otherwise, that can reasonably be expected to give rise to a contingent liability. The Committee shall make recommendations, from time to time, to the Board on these matters;

• d) Review the appointments of the Chief Financial Officer and other key finance executives involved in the financial preparation and reporting process;

• e) Review and approve the Corporation’s hiring of present and/or former partners and employees of external auditors of the Corporation;

• f) Review the conclusions of any review by any regulating authority regarding the Corporation;

• g) Consider all other matters of a financial nature as delegated by the Board;

• h) Review the Corporation’s financial exposures and the policy steps which management has taken to monitor and control such financial exposures, including, where appropriate, the use of financial derivatives and hedging activities;

• i) Review all related party transactions;

• j) Review and make recommendations to the Board concerning the financial structure, condition and strategy of the Corporation and its subsidiaries, including with respect to annual budgets, long-term financial plans, corporate borrowings, investments, capital expenditures, long-term commitments and the issuance and/or repurchase of shares;

• k) Review material policies and practices of the Corporation respecting cash management, bank ratios and material financing strategies or policies or proposed financing arrangements and objectives of the Corporation;

• l) Review material tax policies and tax planning initiatives, tax payments and reporting and any pending tax audits or assessments.

• m) Review the insurance coverage of the Corporation including the premiums and the quality of the insurer;

• n) Receive and review interim reports regarding statutory deductions and remittances (including those related to environmental matters), insurance coverage and ensure compliance thereof with applicable standards and assess the nature and extent of any non-compliance together with the reasons thereof and Management’s plan and timetable to correct any deficiencies; and

• o) Review and discuss, with Management and the external auditors, report and, when appropriate, provide recommendation to the Board, on the adequacy of the Corporation’s process for complying with applicable laws and regulations as well as with respects to the Corporation’s pending or threatened material litigations, claims, transactions or other contingencies.

7. Charter

The Committee shall:

• a) Review and reassess the adequacy of this Charter at least annually and otherwise as it deems appropriate and recommend changes to the Board. The performance of the Committee shall be evaluated in reference to this Charter annually; and

• b) Ensure that this Charter (or an approved summary thereof) is disseminated in accordance with applicable requirements.

Approved by the Board on January 25, 2006, revised and approved without modifications on July 9, 2007, on January 28, 2010, and on January 27, 2011; modified by the Committee on October 4, 2011, and recommended by the HR and Governance Committee and approved by the Board on October 6, 2011; modified by the Committee on January 25, 2012, and approved by the Board on January 26, 2012; modified by the Committee on January 21, 2015, and approved by the Board on January 22, 2015; modified by the Committee on January 18, 2023, and approved by the Board on January 19, 2023.

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