Roots Corporation — Proxy Solicitation & Information Statement 2020

Jun 19, 2020

Roots

Computershare

8th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1

www.computershare.com

Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting of Shareholders to be held on July 24, 2020

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to vote their common shares of Roots Corporation ("Roots" or the "Company"). If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.
3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and on all other matters that may properly come before the meeting or any adjournment or postponement thereof.
8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 10:00 a.m. (Toronto time) on July 22, 2020.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

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Appointment of Proxyholder

I/We, being holder(s) of Roots hereby appoint: Erol Uzumeri, Chairman, or failing him, Dale H. Lastman, lead independent director

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

as my/our proxyholder with full power of substitution and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of Roots Corporation to be held virtually on Friday, July 24, 2020 at 10:00 a.m. (Toronto time) and at any adjournment or postponement thereof. Shareholders will be able to listen to the Meeting via live audio webcast and teleconference, which will be accessible as follows: Dial-in Number 1-888-231-8191 (Toll-Free North America) or 1-647-427-7450 (International), Conference ID 5885918, Webcast investors.roots.com.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors	For	Withhold	For	Withhold	For	Withhold
01. Phil Bacal	☐	☐	02. Mary Ann Curran	☐	☐	03. Gregory David
04. Dale H. Lastman	☐	☐	05. Richard P. Mavrinac	☐	☐	06. Meghan Roach
07. Joel Teitelbaum	☐	☐	08. Erol Uzumeri	☐	☐
						For Withhold

1. Appointment of Auditors

Appointment of KPMG LLP, Chartered Professional Accountants, Licensed Public Accountants, as auditors of the Company for the ensuing year and authorizing the directors to fix the auditors' remuneration.

For	Against

1. Amendment to Omnibus Equity Incentive Plan

To approve the amendment to the Omnibus Equity Incentive Plan increasing the number of common shares authorized for issuance under the Omnibus Equity Incentive Plan by a further 2,000,000 common shares.

Authorized Signature(s) - This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s)

Date

DD/MM/YY

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐ Annual Report - Mark this box if you would NOT like to receive the Annual Report and accompanying Management's Discussion and Analysis by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

XRCQ

310738

AR2

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