Richelieu Hardware Ltd. — Proxy Solicitation & Information Statement 2025

Mar 17, 2025

RICHELIEU
2024 NOTICE OF ANNUAL AND SPECIAL MEETING AND MANAGEMENT PROXY CIRCULAR

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF RICHELIEU HARDWARE LTD.

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting of shareholders (the "Meeting") of RICHELIEU HARDWARE LTD. (the "Corporation") will be held virtually on Thursday, April 10, 2025 at 1:30 p.m. for the following purposes:

1. receiving the annual report, the consolidated financial statement and the auditors' report thereon for the fiscal year ended November 30, 2024;
2. electing directors;
3. appointing auditors and authorizing the directors to fix their remuneration;
4. considering and, if deemed appropriate, approving certain amendments to the Company's Share Option Plan; and
5. to properly transact such other business before the Meeting or which may arise at the Meeting.

You have the right to receive notice of and to vote at the Meeting if you were a shareholder of the Corporation at 5:00 p.m., Montreal time, on March 6, 2025.

The following pages provide additional information relating to the matters to be dealt with at the Meeting.

Registered Shareholder: You are a Registered Shareholder if your name appears on a share certificate or a Direct Registration System statement confirming your holdings. If you are a Registered Shareholder, you have received from the Corporation a "Form of Proxy" for this meeting.

Non-Registered Shareholder: You are a Non-Registered Shareholder if your shares are held through an intermediary (broker, trustee or other financial institution). If you are a Non-Registered Shareholder, you have received a "Voting Instruction Form" from the Corporation for this meeting. Please make sure to follow instructions on your Voting Instruction Form to be able to attend and vote at this meeting.

Registered shareholders and duly appointed proxyholders can assist, participate vote and ask questions at the meeting by way of a direct webcast available at https://meetnow.global/MJPLXA6.

Any shareholder who expects to be unable to attend the Meeting is urged to complete and sign the enclosed form of proxy and return it in the enclosed envelope provided for that purpose. Moreover, any shareholder having the right to vote at the Meeting can send any questions he/she might have to the Chair of the Board at the following e-mail address: question@richelieu.com. Management will be happy to answer all questions submitted at the Meeting, time permitting.

To be valid, proxies must be received by Computershare Investors Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, no later than 5:00 p.m., Montreal time, on April 8, 2025. Your shares will be voted in accordance with your instructions as indicated on the proxy.

Montreal, province of Quebec, this 13th day of March 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed)

Yannick Godeau
Corporate Secretary

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