AI assistant
Saputo Inc. Proxy Solicitation & Information Statement 2025
44341_rns_2025-06-05_6b0acda1-7aa2-4b9a-9eca-bb591f9d803f.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
JUNE 5, 2025
Saputo
MANAGEMENT INFORMATION CIRCULAR
FY2025
Table of Contents
Notice of 2025 Annual Meeting of Shareholders and Notice of Availability of Proxy Materials 2
Letter from the Executive Chair of the Board and the President and CEO 4
Management Information Circular Summary 5
General Information 7
Voting Information 7
Voting Shares and Principal Holders of Voting Shares 15
Receipt of our Financial Statements 15
Election of Directors 15
Compensation of Directors 24
Attendance at Board of Directors and Committee Meetings 27
Letter from the Lead Director and Chair of the Corporate Governance and Human Resources Committee 28
Report on Corporate Governance Practices 29
Advisory Vote on Executive Compensation ("Say on Pay") 50
Executive Compensation 51
Termination of Employment and Change of Control 72
Securities Authorized for Issuance Under Stock Option Plan 72
Indebtedness of Directors and Executive Officers 75
Appointment of the Auditor 75
Confirmation of Advance Notice By-Law 76
Interest of Management and Others in Transactions 77
Shareholder Proposals 77
Additional Information 78
General 78
Approval of the Directors 78
Schedule A – Board Mandate 79
Schedule B – Advance Notice By-Law 82
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Notice of 2025 Annual Meeting of Shareholders and Notice of Availability of Proxy Materials
NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders (the "Meeting") of Saputo Inc. ("we" or the "Company") will be held on August 8, 2025, at 10:30 a.m. (Eastern Time), in a hybrid format. The Meeting will be conducted in-person at Lumi Experience – 1250 René-Lévesque Blvd. West, Suite 3610, Montréal, Quebec, H3B 4W8, and by live webcast at https://meetings.lumiconnect.com/400-705-051-295. This hybrid format enables all shareholders to participate equally at the Meeting, regardless of their geographic location. Please refer to the section "Attending the Meeting" of the accompanying management information circular of the Company (the "Circular") for more details on how to attend the meeting. Join us at the Meeting to:
- receive our consolidated financial statements for the year ended March 31, 2025, including the auditor's report thereon (see page 15 of the Circular);
- elect directors for the ensuing year (see page 15 of the Circular);
- appoint the auditor for the ensuing year and authorize the directors to fix their remuneration (see page 75 of the Circular);
- consider and, if deemed appropriate, adopt an advisory non-binding resolution on our approach to executive compensation (see page 50 of the Circular);
- consider and, if deemed appropriate, confirm the advance notice by-law of the Company (see page 76 of the Circular);
- transact such other business as may properly come before the meeting and any adjournment thereof.
Additional information on matters to be put before the Meeting is set forth in the Circular.
All shareholders will be able to attend, participate, submit questions, and vote at the Meeting either in person or by logging in online and following the instructions set forth in the Circular. Only shareholders of the Company of record at 5:00 p.m. (Eastern Time) on June 13, 2025, will be entitled to receive notice and vote at the Meeting.
Regardless of whether or not shareholders are able to attend the Meeting (or any adjournment thereof): (i) registered shareholders are requested to complete, date, and sign the form of proxy and to return it to Computershare Investor Services Inc. ("Computershare") in the envelope accompanying the form of proxy, or alternatively, to vote by phone or over the Internet, at their discretion, by following the instructions provided in the form of proxy, and (ii) non-registered shareholders are requested to complete, date, sign, and return the voting instruction form in the envelope accompanying the voting instruction form, or alternatively vote by phone or over the Internet, at their discretion, by following the instructions set out on such form. To be used at the Meeting, proxies must be received by 10:30 a.m. (Eastern Time) at least 48 hours (excluding weekends and holidays) prior to the Meeting, being August 6, 2025, or any adjournment thereof.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
We are using the notice-and-access procedures permitted by Canadian securities laws for the delivery of the Circular, the management's discussion and analysis, the consolidated financial statements of the Company and the auditor's report for the fiscal year ended March 31, 2025, and other related materials of the Meeting (the "Proxy Materials") to shareholders. Under the notice-and-access procedures, instead of receiving paper copies of the Proxy Materials, shareholders receive a copy of this notice of 2025 annual meeting of shareholders and notice of availability of proxy materials (the "Notice of Meeting") and a voting instruction form or a form of proxy. The use of notice and access allows for faster access to the Proxy Materials, contributes to the protection of the environment, is consistent with our environmental policy (the "Environmental Policy"), and helps reduce printing and postage costs. Our Environmental Policy is available at www.saputo.com.
The Proxy Materials will be available online at www.saputo.com/en/investors/shareholder-reports/2025 and on SEDAR+ under our profile at www.sedarplus.ca.
If you would like to receive a paper copy of the Proxy Materials by mail, you must make a request. Requesting a paper copy is free of charge. You have received, with this Notice of Meeting, a voting instruction form or a form of proxy on which a 15-digit or 16-digit control number is indicated. Shareholders with a 15-digit control number, namely registered shareholders, may call Computershare toll-free at 1-866-962-0498 within North America or 1-514-982-8716 outside North America to request a paper copy of the Proxy Materials. Shareholders with a 16-digit control number, namely non-registered shareholders, may call Broadridge Investor Communications Corporation ("Broadridge") toll-free at 1-877-907-7643 within North America or 1-303-562-9305 (English) or 1-303-562-9306 (French) outside North America to request a paper copy of the Proxy Materials. In each case, shareholders will be asked to enter the control number indicated on the voting instruction form or the form of proxy they received to request a paper copy of the Proxy Materials.
To receive the Proxy Materials in advance of the voting deadline and Meeting date, requests for paper copies must be received by July 25, 2025. If you do request a paper copy of the Proxy Materials, please note that another voting instruction form or form of proxy will not be sent; please retain the one received with this Notice of Meeting for voting purposes.
To obtain a paper copy of the Proxy Materials after the Meeting date, registered shareholders may contact our Investor Relations department at [email protected], and non-registered shareholders may contact Broadridge toll-free at 1-877-907-7643 within North America or 1-303-562-9305 (English) or 1-303-562-9306 (French) outside North America.
Shareholders are invited to attend the Meeting as there will be an opportunity to discuss our activities and general business, financial situation, corporate governance, and other important matters. We would like to remind shareholders to review all of the information contained in the Proxy Materials prior to voting.
If you have any questions regarding this Notice of Meeting, the notice-and-access procedures or the Meeting and you are a registered shareholder, please contact Computershare at 1-866-964-0492 (toll-free in North America) between 9:00 a.m. and 6:00 p.m. (Eastern Time) or at 1-514-982-8714 (outside North America) or online at www.investorcentre.com/service. If you are a non-registered shareholder, please contact Broadridge at 1-844-916-0609 (English) or 1-844-973-0593 (French).
Montréal, Québec, June 5, 2025.
BY ORDER of the Board of Directors
(signed) Maxime Therrien
MAXIME THERRIEN, CPA
CFO and Secretary
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
4
Letter from the Executive Chair of the Board and the President and CEO
Dear Fellow Shareholders,
We are pleased to invite you to the Annual General Meeting of Saputo Inc., to be held on August 8, 2025, in a hybrid format, which will be conducted in person at Lumi Experience at 1250 René-Lévesque Blvd. West, Suite 3610, Montréal, Québec, H3B 4W8, and by live webcast at https://meetings.lumiconnect.com/400-705-051-295.
The Meeting represents an important opportunity to engage with shareholders on our progress, reaffirm our strategic priorities, and outline our disciplined approach to delivering long-term value. Over the past year, we have made significant strides in executing our leadership transition, optimizing operations, and tuning our capital allocation strategy – all while maintaining a sharp focus on driving sustainable shareholder returns.
With a committed executive team and robust governance practices, Saputo is well positioned to capitalize on growth opportunities, improve margin performance, and enhance return on invested capital. We remain dedicated to operational efficiency, prudent investment, and returning value to shareholders through a balanced capital deployment strategy.
The meeting will cover key topics including financial performance, strategic and operational initiatives, and governance matters. A question-and-answer session will follow, reflecting our commitment to transparency and open dialogue with all shareholders.
Your participation – whether in person or online, is essential. The circular provides detailed instructions on how to attend and vote. Even if you plan to attend the Meeting, we strongly encourage you to vote in advance by completing and returning your proxy or voting instruction form, or by voting via telephone or the Internet.
Thank you for your continued confidence and support in Saputo.
Sincerely,
LINO A. SAPUTO, C.M.
Executive Chair of the Board
CARL COLIZZA
President and CEO
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Management Information Circular Summary
This summary highlights information contained in this Circular. Read the Circular carefully before voting.
Board of Directors highlights (1)
10
Board size
6
Women
2
Members of visible minorities
90%
Independent
0
Interlocking public directorships
10.2
Average tenure (in years) (2)
97.5%
Meeting attendance (FY2025)
3
new independent director appointments since 2021
further adding diversity of thought, background, skills, and experience to the Board
(1) As at August 8, 2025, if all proposed nominees for election to the Board are elected at the Meeting.
(2) The Board values the experience its members bring and does not set term or age limits. We also recognize the importance of having a balanced representation in terms of tenure and age of members of the Board.
Director nominees
| Name | Independent | First appointed | Board meeting attendance (FY2025) | Committee | 2024 voting results (% in favour) | Other public directorships |
|---|---|---|---|---|---|---|
| Lino A. Saputo | No | 2001 | 100% | None | 97.60% | None |
| Victor L. Crawford | Yes | 2023 | 87.5% | Audit Committee | 99.96% | None |
| Olu Fajemirokun-Beck | Yes | 2021 | 87.5% | Audit Committee | 99.12% | Denny's Corporation |
| Freshpet, Inc. | ||||||
| Anthony M. Fata | Yes | 2008 | 100% | CGHR Committee (Chair) | 98.57% | None |
| Annalisa King | Yes | 2012 | 100% | Audit Committee (Chair) | 99.36% | First Capital Real Estate Investment Trust |
| The North West Company Inc. | ||||||
| Karen Kinsley | Yes | 2015 | 100% | Audit Committee | 99.90% | National Bank of Canada |
| Choice Properties Real Estate Investment Trust | ||||||
| Diane Nyisztor | Yes | 2016 | 100% | CGHR Committee | 99.74% | Jamieson Wellness Inc. |
| Franziska Ruf | Yes | 2016 | 100% | CGHR Committee | 99.76% | None |
| Stanley H. Ryan | Yes | 2023 | 100% | CGHR Committee | 99.77% | Pacific Basin Shipping Limited |
| Annette Verschuren | Yes | 2013 | 87.5% | Audit Committee | 98.77% | Air Canada |
| Canadian Natural Resources Limited |
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Highlights
| Board
- 90% of our directors are independent
- Independent Lead Director
- Board Committees are composed of independent directors only
- 60% of director nominees identify as women
- 2 directors identify as members of a visible minority
- Directors are required to hold a minimum of three times their annual retainer or base salary in common shares and/or DSUs
- Directors receive 100% of their annual retainer in DSUs until they satisfy the minimum ownership requirements
- Annual evaluation of the Board, its Committees and individual directors conducted by the Lead Director
- Independent members of the Board meet in camera with the Lead Director and without Management after each Board meeting | Governance Initiatives
- Code of Ethics for directors, officers, and employees
- Anonymous and confidential whistleblowing line hosted by a third-party
- Annual advisory vote on executive compensation (“say on pay”)
- Adoption of advance notice by-law
- Incentive compensation clawback policy
- Directors’ orientation and training program
- Procedure to review Directors’ employment and other directorships
- Share ownership policy for directors and executives
- Rules of conduct respecting trading of securities of the Company prohibiting short selling and hedging
- Shareholder communication and engagement policy | Our People
- Women in Governance’s Parity certification in our Dairy Division (Canada), Dairy Division (USA), and Corporate Services
- Earned external awards: Canada’s Top 100 Employers, UK Grocery Aid Gold, and listed as one of the World’s Best Companies for 2024 by TIME magazine
- Saputo Connect, our performance management process
- Leadership development programs
- Saputo Applause program to recognize our employees’ contributions
- Mental health first aider program
- Volunteer time off program
- Pay transparency to employees to ensure fairness and equity
- Opportunity for employees to participate in at least one physical activity initiative at work every year
- Inclusion, diversity and engagement initiatives
- Mentoring programs, including reverse mentoring where our senior leaders are mentored by more junior employees |
| --- | --- | --- |
Executive compensation highlights
- Executive compensation set by the CGHR Committee to provide a balance between fixed and at-risk components, with an emphasis on performance-linked elements with value tied to Saputo’s share price
- Amounts payable under the annual incentive plan are capped
- A portion of long-term incentives vest based on ESG targets under the Saputo Promise
- Annual equity awards with overlapping vesting to ensure that executives remain exposed to the consequences of their decision making over a multi-year period
- Vesting of PSUs and RSUs over three years and, for PSUs, based on objectives measured over a three-year performance cycle
- Share ownership policy for executives, including a six times base salary share holding requirement and post-retirement holding requirement for the President and CEO
- A five-year vesting period for stock options granted before April 1, 2024, and a four-year vesting period for stock options granted on and after April 1, 2024
- Incentive compensation subject to a clawback policy
98.07%
of shareholders
voted in support
of our approach on executive
compensation at the 2024
Annual Shareholders’ Meeting
6
General Information
This Management Information Circular (the "Circular") is provided in connection with the solicitation of proxies by the management (the "Management") of Saputo Inc. for use at the annual meeting (the "Meeting") of the holders of common shares of the Company (the "Common Shares") to be held at 10:30 a.m. (Eastern Time) on August 8, 2025, in a hybrid format, which will be conducted in person at Lumi Experience – 1250 René-Lévesque Blvd. West, Suite 3610, Montréal, Québec, H3B 4W8, and by live webcast at https://meetings.lumiconnect.com/400-705-051-295, for the purposes set forth in the foregoing notice of meeting (the "Notice") and at any adjournment thereof.
Unless otherwise noted or unless the context otherwise requires, all information provided in this Circular is given as at June 5, 2025, and any references to "we", "us", the "Company", and "Saputo" refer to Saputo Inc., its direct and indirect subsidiaries, predecessors, and other entities controlled by them. Unless otherwise indicated, all references to “$” or “dollars” in this Circular refer to Canadian dollars.
No person has been authorized to give any information or to make any representation in connection with any other matters to be considered at the Meeting other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized. Publications and information on our website are not part of, and are not incorporated by reference in, this Circular.
Voting Information
Solicitation of Proxies
The solicitation of proxies will be conducted by Management of the Company (through employees or agents) and will be made primarily by mail. However, Management of the Company may solicit proxies at a nominal and customary cost by phone, e-mail, or by personal interview.
As permitted by Canadian securities regulators and consistent with the goals stated in our Environmental Policy, we will use the notice-and-access procedures for the delivery of meeting materials to shareholders. These procedures allow issuers to post meeting materials online rather than mailing paper copies to shareholders. Instead of receiving this Circular, shareholders will receive a notice (the "Notice-and-Access Letter") with instructions on how to access the Circular and the other proxy-related materials online. The Notice-and-Access Letter and form of proxy or voting instruction form have been sent to both registered and non-registered shareholders. This Circular and other relevant materials are available on our website at www.saputo.com and on SEDAR+ at www.sedarplus.ca.
We have elected to pay for the delivery of this Circular and the other proxy-related materials to objecting beneficial owners and will reimburse brokers and other persons holding Common Shares for others for their reasonable expenses for sending proxy material to beneficial owners in order to obtain voting instructions. We will bear all expenses and costs in connection with the solicitation of proxies.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Shareholder Voting Matters
The following items will be brought before the Meeting:
- Receipt of our consolidated financial statements for the year ended March 31, 2025, including the auditor's report thereon;
- Election of directors;
- Appointment of the auditor;
- Adoption of an advisory, non-binding resolution in respect of our approach to executive compensation;
- Adoption of a resolution for the confirmation of the advance notice by-law of the Company;
- Consideration of such other business, if any, that may properly come before the Meeting or any adjournment thereof.
Attending the Meeting
This year, we will hold our annual meeting in a hybrid format. Registered shareholders and duly appointed proxyholders will be able to attend, participate, and vote at the Meeting. The Meeting will begin promptly at 10:30 a.m. (Eastern Time) on August 8, 2025, unless otherwise adjourned or postponed.
In person
Lumi Experience – 1250 René-Lévesque Blvd. West, Suite 3610, Montréal, Québec, H3B 4W8
Online
To attend the Meeting via live webcast:
- Check in online at https://meetings.lumiconnect.com/400-705-051-295. We recommend that you log in well before the Meeting starts.
- Click “I have a login” and then enter your 15-digit control number and the password saputo2025 (case sensitive).
Registered shareholders: The control number located on the form of proxy or in the e-mail notification you received is your control number.
Duly appointed proxyholders: Computershare Investor Services Inc. (“Computershare”) will provide proxyholders with a control number by e-mail after the proxy voting deadline has passed and proxyholders have been duly appointed AND registered as described in “Appointment of Proxyholders” below.
OR
Click “Guest” and then complete the online form.
Non-registered (beneficial) shareholders who have not duly appointed themselves as a proxyholder, can login to the webcast by clicking “I am a guest” and completing the online form. Non-registered (beneficial) shareholders will be able to attend the live webcast but will not be able to ask questions or vote at the Meeting. See “Appointment of Proxyholders” for additional information on voting at the Meeting and appointing yourself as a proxyholder and registering with Computershare.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
If you join the Meeting via live webcast, it is important that you are connected to the Internet at all times during the Meeting in order to vote when ballots are opened. You should ensure you have a strong, preferably high-speed, Internet connection when participating in the Meeting. It is your responsibility to ensure Internet connectivity for the duration of the Meeting. Also, note that internal network security protocols, including firewalls and VPN connections, may block access to the online platform. If you are experiencing any difficulty connecting to the Meeting, ensure your VPN setting is disabled or use a computer on a network not restricted to the security settings of your organization.
For any technical difficulties experienced during the check-in process or during the Meeting, please write to [email protected]. Technical support will be available one hour before the scheduled Meeting start time and during the Meeting.
If a major technical malfunction or other significant problem disrupts the Meeting, the Chair of the Meeting may recess, expedite or adjourn the Meeting, or take such other action as the Chair determines appropriate given the circumstances.
Photography, audio or video recordings of the Meeting are strictly prohibited.
Registered and Non-Registered Shareholders
| Registered shareholders | Non-registered shareholders |
|---|---|
| You are a registered shareholder if your Common Shares are registered directly in your name with Computershare. You may hold your Common Shares in the form of a physical share certificate or through the direct registration system (DRS) on the records of Computershare in electronic form. Unless otherwise indicated in this Circular, the form of proxy or the Notice, “shareholders” refers to registered shareholders. |
Our Proxy Materials are sent to our registered shareholders through our transfer agent, Computershare. | You are a non-registered shareholder when an intermediary (such as a broker, a bank, a trust company or another financial institution) (an “Intermediary”) holds your Common Shares in your name. Intermediaries are required to request voting instructions from non-registered shareholders prior to the Meeting. Intermediaries have their own procedures for sending materials and their own voting instructions.
In Canada, brokers often use a service provider, such as Broadridge Financial Solutions Inc. (“Broadridge”) or Computershare, to forward meeting materials to non-registered shareholders and to obtain their clients’ instructions. We do not send proxy-related materials directly to non-registered shareholders and instead use the services of Broadridge, who acts on behalf of intermediaries to send Proxy Materials.
To attend the Meeting with full privileges, including the right to vote and ask questions, you MUST appoint yourself as your proxy by inserting your own name in the space provided on the voting instruction form sent to you and follow all of the applicable instructions, including the deadline, provided by your Intermediary. See the section “Appointment of Proxyholders” below.
If you have questions on how to exercise voting rights carried by Common Shares held through an Intermediary, please contact your Intermediary directly. |
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
How to Vote
VOTING BY PROXY BEFORE THE MEETING
You may vote before the Meeting by completing your form of proxy or voting instruction form in accordance with the instructions provided therein. Non-registered shareholders should also carefully follow all instructions provided by their Intermediaries to ensure that their Common Shares are voted at the Meeting. Voting by proxy is the easiest way to vote. It means you are giving someone else the authority to attend the Meeting and vote on your behalf.
The directors or executive officers of the Company named as proxyholders in the enclosed form of proxy (the "Saputo proxyholders") will vote (or withhold from voting) the Common Shares in respect of which they are appointed as proxies in accordance with your instructions, including on any ballot that may be called. If there are changes to the items of business or new items properly come before the Meeting, a proxyholder can vote as they see fit.
You can appoint someone else to be your proxy. This person does not need to be a shareholder. See the section below titled "Appointment of Proxyholders".
There are three ways for registered shareholders to vote by proxy before the Meeting:
| 1 | Internet voting | You may vote by logging on to the website indicated on the form of proxy (www.investorvote.com). Please follow the website prompts that allow you to vote your Common Shares and confirm that your instructions have been properly recorded. |
|---|---|---|
| 2 | Phone voting | You may vote by calling the toll-free phone number 1 866 732 VOTE (8683). You will be prompted to provide your control number printed on the form of proxy. If you vote by phone, you may not appoint a person as your proxy other than the directors or executive officers of Saputo named in the form of proxy or voting instruction form. Please follow the voice prompts that allow you to vote your Common Shares and confirm that your instructions have been properly recorded. |
| 3 | Return your form of proxy by mail | You may vote by completing, signing, and returning the form of proxy in the postage-paid envelope provided. |
Proxies, whether submitted through the Internet, by phone, or mail as described above, must be received by Computershare (Computershare Investor Services Inc., 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario, Canada M5J 2Y1) no later than 10:30 a.m. (Eastern Time) on August 6, 2025, or if the Meeting is adjourned, at least 48 hours (excluding weekends and holidays) before the Meeting is resumed. Your Common Shares will be voted in accordance with your instructions as indicated on the proxy. The time limit for the deposit of proxies may be waived or extended at the Chair of the Meeting's discretion without notice.
If you are a registered shareholder, contact Computershare at 1-800-564-6253 (toll-free in North America) or 514-982-7555 (outside North America), for any voting questions.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
VOTING AT THE MEETING
| Registered shareholders | Non-registered shareholders |
|---|---|
| • If attending the Meeting in person, please check in at the registration desk with our transfer agent, Computershare, when you arrive at Lumi Experience – 1250 René-Lévesque Blvd. West, Suite 3610, Montréal, Québec, H3B 4W8. As you will cast your vote at the Meeting, you do not need to fill out the form of proxy. | |
| • If attending the Meeting online, registered shareholders may vote at the Meeting by completing a ballot online during the Meeting. | • Non-registered shareholders who have not duly appointed themselves as their proxy will not be able to vote nor ask questions at the Meeting. This is because the Company and Computershare do not have a record of the non-registered shareholders of the Company, and, as a result, will have no knowledge of your shareholdings or entitlement to vote unless you appoint yourself as your proxy. |
| • In order to vote at the Meeting in person or online, you MUST appoint yourself as your proxy by inserting your own name in the space provided on the voting instruction form sent to you and follow all of the applicable instructions, including the deadline, provided by your Intermediary. See the section “Appointment of Proxyholders” below and the section “Attending the Meeting” above. | |
| • If attending the Meeting in person, do not otherwise complete the section of the form on voting rights, as your vote will be taken during the meeting. | |
| • If attending the Meeting in person, please check in at the registration desk with our transfer agent, Computershare, when you arrive at Lumi Experience – 1250 René-Lévesque Blvd. West, Suite 3610, Montréal, Québec, H3B 4W8. | |
| • If attending the Meeting online, you must also register as a proxyholder to obtain a username from Computershare. See the section “Appointment of Proxyholders” below. |
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Appointment of Proxyholders
APPOINTMENT OF PROXY
Saputo's proxyholders are directors or executive officers of the Company. Every shareholder has the right to appoint a person (who need not be a shareholder), to act on their behalf at the Meeting. To exercise this right, shareholders must insert their nominee's name in the blank space provided for such purpose in the form of proxy or prepare another proxy in proper form and, in either case, deliver the completed form of proxy to Computershare (Computershare Investor Services Inc., 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario, Canada M5J 2Y1) no later than 10:30 a.m. (Eastern Time) on August 8, 2025, or if the Meeting is adjourned, at least 48 hours (excluding weekends and holidays) before the Meeting is resumed.
EXERCISE OF DISCRETION BY PROXIES
The persons whose names are printed on the enclosed form of proxy will vote (or withhold from voting) all the Common Shares in respect of which they are appointed to act in accordance with the instructions indicated on the form of proxy. If a shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. If no instructions are given, the Common Shares will be voted by the Saputo proxyholders:
For
- the election of directors
- the appointment of the auditor
- the adoption of an advisory, non-binding resolution in respect of our approach to executive compensation
- the adoption of a resolution for the confirmation of the advance notice by-law
A completed proxy confers discretionary authority upon the proxyholder with respect to amendments or variations to the matters identified in the Notice and any other matter that may properly come before the Meeting or any adjournment thereof.
APPOINTMENT OF A THIRD-PARTY PROXYHOLDER
The following applies to registered and non-registered shareholders who wish to appoint someone as their proxy other than the Saputo proxyholders named in the form of proxy or voting instruction form. Shareholders who wish to appoint themselves or a third-party proxyholder to represent them at the Meeting MUST submit their form of proxy or voting instruction form (as applicable), appointing themselves or that third-party proxyholder to be able to vote and/or ask questions at the Meeting.
IN ADDITION, shareholders attending the Meeting online MUST also register themselves or their third-party proxyholder online to obtain a username from Computershare, as described below. Failure to register the proxyholder by August 6, 2025, at 10:30 a.m. (Eastern Time) or if the Meeting is adjourned, at least 48 hours (excluding weekends and holidays) before the Meeting is resumed, will result in the proxyholder not receiving a control number that will act as their online sign-in credentials and is required for them to vote at the Meeting and, consequently, only being able to attend the Meeting online as a guest.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
SHOW TO APPOINT YOURSELF OR A THIRD-PARTY PROXYHOLDER
Step 1
Submit your form of proxy or voting instruction form
To appoint yourself or a third-party proxyholder, insert your or such person's name in the blank space provided in the form of proxy or voting instruction form and follow the instructions for submitting such proxy or voting instruction form.
If you are a non-registered shareholder and wish to vote at the Meeting in person or online, you have to insert your own name in the space provided on the voting instruction form sent to you by your Intermediary, follow all of the applicable instructions provided by your Intermediary. By doing so, you are instructing your Intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your Intermediary.
Step 2 (required if you/your third-party proxyholder are/is attending the meeting online)
Obtain a username from Computershare
Registering yourself or a third-party proxyholder to obtain a username from Computershare is an additional step required if the proxyholder is attending the Meeting online. Failure to do so will result in the proxyholder not receiving a username to participate in the Meeting online. Shareholders MUST visit www.computershare.com/saputo2025 no later than August 6, 2025, at 10:30 a.m. (Eastern Time) or if the Meeting is adjourned, at least 48 hours (excluding weekends and holidays) before the Meeting is resumed, and provide Computershare with their proxyholder's contact information, so that Computershare may provide the proxyholder with a username via e-mail. Without a username, proxyholders will not be able to vote or ask questions at the Meeting online but will be able to participate as a guest.
Revocation of Proxies
A shareholder who previously completed a form of proxy may revoke it by submitting a written notice of the revocation to the Secretary of the Company no later than the business day preceding the Meeting.
Voting Requirement and Quorum
A quorum is present at the Meeting if the holders of not less than 25% of the Common Shares entitled to vote at the Meeting are present in person, online or represented by proxy, irrespective of the number of persons actually at the Meeting. If a quorum is present at the opening of the Meeting, the shareholders present or represented by proxy may proceed with the business of the Meeting notwithstanding that a quorum is not present throughout the Meeting. If a quorum is not present at the opening of the Meeting, the shareholders present or represented by proxy may adjourn the Meeting to a fixed time and place but may not transact any other business.
A simple majority of the votes cast, in person, by proxy or online, will constitute approval of the matters to be adopted at the Meeting.
Conduct of the Meeting
The Chair of the Meeting has broad authority to conduct the Meeting in an orderly manner. To ensure the Meeting is conducted in a manner that is fair to all shareholders, the Chair of the Meeting may exercise broad discretion. For example, the Chair of the Meeting may exercise broad discretion in the order in which questions are answered and the amount of time devoted to answering any one question. The Chair of the Meeting's decisions are final and are not subject to appeal. All participants must comply with the directions of the Chair of the Meeting.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
How to Ask Questions
| Before the Meeting | Registered shareholders and duly appointed proxyholders may ask questions in advance of the Meeting by e-mail ([email protected]) no later than 10:30 a.m. (Eastern Time) on August 6, 2025. The Chair of the Meeting or other members of Management present will read the questions at the relevant time of the Meeting. |
|---|---|
| In person | Registered shareholders and duly appointed proxyholders may ask questions at one of the microphones when called upon. |
| Online | Only registered shareholders or duly appointed proxyholders who have logged in using the control number included in the form of proxy or voting instruction form, as applicable, will be able to submit questions during the Meeting. A person logging in as a guest will not be able to do so. Questions may be asked: |
In writing: By using the relevant dialog box in the function “Ask a question” by clicking on the Messaging tab during the Meeting. We encourage shareholders and proxyholders to submit their questions in writing using the dialogue box as early as possible during the Meeting so they can be addressed at the right time.
Over the phone: In real time over the phone by submitting your phone number in the function “Ask a question” by clicking on the Messaging tab during the Meeting. An operator will then call you at the appropriate time and provide you with instructions. Your phone number will not be shared with the other Meeting attendees.
The Chair of the Meeting or other members of Management present will read the written questions or ask the shareholder or duly appointed proxyholder to speak at the relevant time of the Meeting. |
Questions relating to a matter to be voted on will be addressed before the relevant vote, if applicable. General questions will be addressed at the end of the Meeting during the question period.
The Chair of the Meeting reserves the right to edit questions or to reject questions that are determined by the Chair to be:
- substantially repetitious of statements made by another participant;
- related to a personal grievance;
- deemed inappropriate or irrelevant for the Meeting;
- related to non-public information about Saputo; or
- are in furtherance of a shareholder's personal or business interest.
In order for the Meeting to progress in an efficient manner, while respecting the rights of each of the participants, the duration of any intervention must be of a reasonable amount of time as determined by the Chair. Any questions relevant to the Meeting that cannot be answered during the Meeting due to time constraints will be answered and posted online at www.saputo.com/en/investors/calendar-of-events. The questions and answers will be available as soon as practicable after the Meeting and will remain available for one week after posting.
A recording of the Meeting will also be made available on our website at www.saputo.com as soon as practicable after the Meeting.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Voting Shares and Principal Holders of Voting Shares
The Common Shares are the only securities of the share capital of the Company. As at May 31, 2025, 415,876,279 Common Shares were outstanding. Each Common Share entitles its holder to one vote.
Only holders of Common Shares of record at 5:00 p.m. on June 13, 2025, will be entitled to receive the Notice and to exercise the voting rights attached to the Common Shares in respect of which they are so registered at the Meeting, or any adjournment thereof, if present or represented by proxy.
To the knowledge of our directors and executive officers, and based on publicly available information, as at May 31, 2025, the only person who beneficially owned, or exercised control or direction over, directly or indirectly, 10% or more of the issued and outstanding Common Shares is:
| Name | Type of Ownership | Number of Common Shares | Percentage of Class |
|---|---|---|---|
| Emanuele (Lino) Saputo | of record | 164,228,100(1) | 39.5% |
(1) Corresponds to the total number of Common Shares that Mr. Emanuele (Lino) Saputo has beneficial ownership or exercises control of or direction over, directly or indirectly, including Common Shares held through Jolina Capital Inc., the Fondation Mirella & Lino Saputo, and other companies held by Saputo family members.
Receipt of our Financial Statements
The consolidated financial statements for the year ended March 31, 2025, including the auditor's report thereon are available on our website at www.saputo.com and on SEDAR+ at www.sedarplus.ca.
Election of Directors
For fiscal 2026, the Board of Directors of the Company (the "Board") proposes that it be composed of ten members, nine of which are independent within the meaning of Regulation 52-110 respecting Audit Committees. All ten current members of the Board are proposed as nominees for election to serve until the next annual shareholder meeting. Unless expressly instructed to vote AGAINST, the persons whose names are printed on the enclosed form of proxy intend to vote FOR the election of each of the nine nominees whose names are set forth in the following tables. The vote for each director will be conducted on an individual basis. All nominees have established their eligibility and willingness to serve as directors if elected to office. Each director elected will hold office until the next annual meeting of the shareholders of the Company or until such director's successor is duly elected, unless the office is vacated earlier in accordance with the relevant provisions of applicable laws.
The following tables provide, for each nominee, their name, age, place of residence, the year in which they first became a director, their principal occupation, their independence with respect to the Company, their biography, their attendance at Board and committee meetings, their directorships with other public companies, if any, and whether they serve on committee(s) of the board of directors of such companies, and the number of securities of the Company they beneficially own, or over which they exercise control or direction, directly or indirectly as at March 31, 2025. Refer to the section entitled "Skills Matrix" for additional information on the skills possessed by the nominees.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Victor L. Crawford
Maryland, USA
Age: 63
Director since: 2023
Independent
2024 Voting Results: FOR: 99.96%
Victor L. Crawford is a corporate director with over 30 years of leadership across the food and beverage, healthcare, and service industries. He brings deep expertise in operations, digital transformation, and supply chain management. From 2018 until 2022, he served as CEO, Pharmaceutical Segment of Cardinal Health Inc., a global healthcare services and products company. Prior to that, he was Group President and COO at Aramark Corporation from (2012–2018), overseeing healthcare, education, and business dining operations. He also held senior management positions at PepsiCo, Inc., contributing to his broad experience in consumer goods, and Marriott International Inc., between 1990 and 2012. Mr. Crawford began his career at PricewaterhouseCoopers and Federal-Mogul Corporation and earned his degree in accounting from Boston College in 1983. Mr. Crawford is a director of The National Urban League, where he serves as Chair of the Programs, Policy, Justice, and Communication Committee.
| Saputo Board and Committee Memberships for fiscal 2025 | Attendance for fiscal 2025 | Compensation received for fiscal 2025 | |||
|---|---|---|---|---|---|
| Board | 7/8 | 87.5% | $260,000 | ||
| Audit Committee | 6/7 | 85.7% | |||
| Securities held or controlled | Director share ownership met | Other Public Board Memberships | Other Committee Memberships | ||
| --- | --- | --- | --- | --- | --- |
| Common Shares | DSUs (4) | Value ($) (2) | N/A (3) | None | None |
| 0 | 13,677 | 339,600 |
Olu Fajemirokun-Beck
New Jersey, United States
Age: 59
Director since: 2021
Independent
2024 Voting Results: FOR: 99.12%
Olu Fajemirokun-Beck is a board director and former senior executive with over 30 years of global leadership in finance, sales, and marketing within the consumer goods industry. She brings expertise in strategic growth, cybersecurity, and transformational leadership. Ms. Beck is the founder and Chief Executive Officer of The Beck Group NJ LLC, a boutique management consulting firm launched in 2013. She was the CEO and a Board Member of Wholesome Sweeteners Inc. (2016 to 2018), and held senior executive roles at Mars, Incorporated and Johnson & Johnson between 1989 and 2012, including Chief Financial Officer of Ben's Original (formerly Uncle Ben's Rice) and Head of Global & US Marketing (Shopper) at Johnson & Johnson. Her experience spans the United States, United Kingdom, European Union, and includes mergers and acquisitions, portfolio business management, and enterprise transformation. She has served on both private and public boards, bringing valuable insight into executive compensation, audit, governance and cybersecurity. She recently obtained a National Association of Corporate Directors (NACD) CERT Certificate in Cybersecurity Oversight. Ms. Beck has been recognized for her influence and leadership, including in Savoy Magazine's Most Influential Black Corporate Directors (2021, 2024) and Women Inc.'s 2023 Most Influential Women Corporate Directors. She is also a member of the NACD Blue Ribbon Commission on Board Culture (2024). She earned her degree in Law from St John's College, Oxford University and her Masters, with Merit, from University College London. She is a member of the Chartered Institute of Management Accountants (ACMA, CGMA).
| Saputo Board and Committee Memberships for fiscal 2025 | Attendance for fiscal 2025 | Compensation received for fiscal 2025 | ||
|---|---|---|---|---|
| Board | 7/8 | 87.5% | $260,000 | |
| Audit Committee | 7/7 | 100% | ||
| Securities held or controlled | Director share ownership met | Other Public Board Memberships | ||
| --- | --- | --- | --- | --- |
| Common Shares | DSUs (4) | Value ($) (2) | N/A (3) | Denny's Corporation (Chair) |
| 0 | 29,349 | 728,736 | Freshpet, Inc. |
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Anthony M. Fata
Québec, Canada
Age: 58
Director since: 2008
Independent
Anthony M. Fata is a business leader with extensive experience in the food industry, corporate governance, and investment banking. His industry insight and leadership contribute significantly to our Board and our CGHR Committee. Mr. Fata has been President of Sager Food Products Inc., a Canadian leading supplier of vegetable and olive oils, since November 2004. Under Mr. Fata's leadership, the company has grown into a trusted supplier to Canada's largest grocery retailers and numerous US grocery chains. Prior to his current position, he was VP of sales and marketing of Sager Food Products Inc. from 1999 to 2004. Until 1999, he was Executive Director of Investment Banking for a wholly-owned subsidiary of a Canadian Chartered Bank. In this position, he was actively involved in various equity and debt issuances, as well as numerous merger and acquisition transactions. Mr. Fata holds BCL & LLB degrees from McGill University's Faculty of Law and an MBA from Harvard Business School. He is a member of the Québec Bar.
| Saputo Board and Committee Memberships for fiscal 2025 | Attendance for fiscal 2025 | Compensation received for fiscal 2025 | ||
|---|---|---|---|---|
| Board (Lead Director) | 8/8 | 100% | $340,000 | |
| Corporate Governance and Human Resources Committee (Chair) | 9/9 | 100% | ||
| Securities held or controlled | Director share ownership met | Other Public Board Memberships | ||
| --- | --- | --- | --- | --- |
| Common Shares | DSUs (4) | Value ($) (2) | Yes (3) | None |
| 13,053 | 166,949 | 4,469,450 |
Annalisa King, ICD.D
British Columbia, Canada
Age: 58
Director since: 2012
Independent
Annalisa King is a corporate director and former senior executive with extensive leadership in finance, business transformation, and enterprise technology. She brings deep expertise in strategic planning, finance and accounting, business transformations, IT and data security. Ms. King currently serves as Chair of the Board of the Vancouver Airport Authority and is a director of both public and private companies. From 2008 to 2016, Ms. King was CFO, CIO and SVP of Best Buy Canada Ltd., where she oversaw finance, information and e-commerce technology, cybersecurity, legal, and real estate functions. Prior to her position with Best Buy Canada Ltd., Ms. King was SVP of Business Transformation for Maple Leaf Foods Inc. (2001-2008), and held leadership roles in finance at Pillsbury Canada Inc. (1998-2001), and Kraft Canada Inc. (1990-1998). Ms. King holds the ICD.D designation from the Institute of Corporate Directors (2013) and is a Fellow of the National Association of Corporate Directors (2018).
| Saputo Board and Committee Memberships for fiscal 2025 | Attendance for fiscal 2025 | Compensation received for fiscal 2025 | ||
|---|---|---|---|---|
| Board | 8/8 | 100% | $315,000 | |
| Audit Committee (Chair) | 7/7 | 100% |
2024 Voting Results:
FOR: 99.36%
| Securities held or controlled | Director share ownership met | Other Public Board Memberships | Other Committee Memberships | ||
|---|---|---|---|---|---|
| Common Shares | DSUs (4) | Value ($) (2) | Yes (3) | First Capital Real Estate Investment Trust | People and Compensation Committee (Chair) Governance and Sustainability Committee |
| 1,031 | 107,967 | 2,706,420 | The North West Company Inc. | Audit Committee (Chair) Governance and Nominating Committee |
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Karen Kinsley, FCPA, ICD.D
Ontario, Canada
Age: 68
Director since: 2015
Independent
2024 Voting Results:
FOR: 99.90%
Karen Kinsley is a corporate director who brings to the Board extensive experience in finance and accounting, risk management and corporate governance. Ms. Kinsley currently serves as Lead Trustee of Choice Properties Real Estate Investment Trust, where she also chairs the Corporate Governance Committee. She is also a director of the National Bank of Canada, where she serves on the Conduct Review and Corporate Governance Committee and the Risk Management Committee. From 2003 to 2013, she served as President and CEO of Canada Mortgage and Housing Corporation (CMHC), after having held progressively senior roles at the organization between 1987 to 2003, including Chief Financial Officer and Vice President of Mortgage and Securization. Ms. Kinsley holds a Bachelor of Commerce from the University of Ottawa. She is a Fellow of the Chartered Professional Accountants of Ontario and holds the ICD.D designation from the Institute of Corporate Directors.
| Saputo Board and Committee Memberships for fiscal 2025 | Attendance for fiscal 2025 | Compensation received for fiscal 2025 | |||
|---|---|---|---|---|---|
| Board | 8/8 | 100% | $260,000 | ||
| Audit Committee | 7/7 | 100% | |||
| Securities held or controlled | Director share ownership met | Other Public Board Memberships | Other Committee Memberships | ||
| --- | --- | --- | --- | --- | --- |
| Common Shares | DSUs (4) | Value ($) (2) | Yes (3) | National Bank of Canada | Conduct Review and Corporate Governance Committee Risk Management Committee |
| 6,800 | 61,980 | 1,707,807 | Choice Properties Real Estate Investment Trust (Lead Trustee) | Corporate Governance Committee (Chair) |
Diane Nyisztor, CPA, H.R.C.C.C.
Quebec, Canada
Age: 58
Director since: 2016
Independent
2024 Voting Results:
FOR: 99.74%
Diane Nyisztor is a corporate director and former senior executive with over 30 years of experience in global human resources, compensation strategy, and corporate governance. Ms. Nyisztor served as SVP and CHRO of Cogeco Inc. from 2014 to 2021, after holding senior roles at AtkinsRéalis (formerly SNC-Lavalin Group Inc.) from 2002 to 2013, including SVP, Global Human Resources and SVP, Compensation and Benefits. She was also Partner, International Executive Services at KPMG Canada LLP from 2013 to 2014. She currently serves as a director of Jamieson Wellness Inc., where she is a member of the Governance, Compensation and Nominating Committee. Ms. Nyisztor holds a Bachelor of Commerce from Concordia University and earned the Human Resources and Compensation Committee Certification from The Directors College of McMaster University. She is also a Chartered Professional Accountant (CPA).
| Saputo Board and Committee Memberships for fiscal 2025 | Attendance for fiscal 2025 | Compensation received for fiscal 2025 | ||
|---|---|---|---|---|
| Board | 8/8 | 100% | $260,000 | |
| Corporate Governance and Human Resources Committee | 9/9 | 100% | ||
| Securities held or controlled | Director share ownership met | Other Public Board Memberships | ||
| --- | --- | --- | --- | --- |
| Common Shares | DSUs (4) | Value ($) (2) | Yes (3) | Jamieson Wellness Inc. |
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Franziska Ruf
Quebec, Canada
Age: 62
Director since: 2016
Independent
Franziska Ruf is a regarded corporate lawyer with over 35 years of experience in cross-border M&A, capital markets, and corporate governance. Ms. Ruf has been a partner at Davies Ward Phillips & Vineberg LLP since 2009, advising public and private companies, pension funds, private equity firms, and financial advisors on complex Canadian and international mergers and acquisitions, investments, and joint ventures. She is recognized for her expertise in corporate governance and regularly advises boards of directors, special committees, senior management, and shareholders on a wide range of transactions, public disclosure issues, and corporate governance matters. Prior to her current position, Ms. Ruf was a partner at Stikeman Elliott LLP (2000–2009) and at McCarthy Tétrault LLP (1994–2000). She served on the Legal Advisory Committee of the Autorité des marchés financiers (2012–2017). Ms. Ruf is a member of the Québec Bar. Ms. Ruf sits on the board of the Québec Chapter of the Institute of Corporate Directors, and is Co-Chair of the Québec Chapter of Women Corporate Directors.
2024 Voting Results: FOR: 99.76%
| Saputo Board and Committee Memberships for fiscal 2025 | Attendance for fiscal 2025 | ||
|---|---|---|---|
| Board | 8/8 | 100% | $260,000 |
| Corporate Governance and Human Resources Committee | 9/9 | 100% | |
| Securities held or controlled | Director share ownership met | ||
| --- | --- | --- | --- |
| Common Shares | DSUs (4) | Value ($) (2) | Yes (3) |
| 2,000 | 72,141 | 1,840,921 |
Stanley H. Ryan
Washington, USA
Age: 63
Director since: 2023
Independent
Stanley H. Ryan is a corporate director and former senior executive with over 30 years of global leadership experience across agribusiness, shipping, and the dairy industry. Mr. Ryan currently serves as Chair of the Board of Pacific Basin Shipping Limited (Hong Kong Stock Exchange) and is a Senior Advisor to McKinsey & Company. From 2016 to 2022, he served as President and CEO, and as board director of Darigold, a USA-based dairy cooperative. Previously he spent 25 years at Cargill Inc., holding senior executive and general management positions across the USA, South America, Europe, Australia, and China. His roles included Managing Director of Cargill's refined oils and food ingredients business in Europe and Australasia, and Global Co-Leader of Cargill's Agricultural Supply Chain businesses. In 2015, he served as interim CEO of Eagle Bulk Shipping. Mr. Ryan earned both his MBA and an MA in International Relations from the University of Chicago in 1989, as well as a degree in Economics & Computer Applications from the University of Notre Dame in 1984.
2024 Voting Results: FOR: 99.77%
| Saputo Board and Committee Memberships for fiscal 2025 | Attendance for fiscal 2025 | Compensation received for fiscal 2025 | ||
|---|---|---|---|---|
| Board | 8/8 | 100% | $260,000 | |
| Corporate Governance and Human Resources Committee | 9/9 | 100% | ||
| Securities held or controlled | Director share ownership met | Other Public Board Memberships | ||
| --- | --- | --- | --- | --- |
| Common Shares | DSUs (4) | Value ($) (2) | N/A (3) | Pacific Basin Shipping Limited (Chair) |
| 0 | 13,677 | 339,600 |
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Lino A. Saputo, C.M.
Quebec, Canada
Age: 59
Director since: 2001
Non-independent
2024 Voting Results:
FOR: 97.60%
Lino A. Saputo is a business leader whose decades-long leadership has shaped Saputo into one of the world's top dairy processors. Recognized for his commitment to responsible growth, governance, and sustainability, he was named Canada's Outstanding CEO of the Year 2019 and appointed Member of the Order of Canada in 2023. Mr. Saputo joined the Company in 1988 and started rising through the ranks, managing a plant in Ontario, Canada, and holding various administrative and marketing positions. In 1993, he became VP, Operations and, in 1998, EVP, Operations. From July 2001 to January 2004, he was President and COO of our Dairy Products Division (USA). In March 2004, he was appointed CEO of the Company. He has also served as Chair of the Board since August 2017, having been previously appointed Vice Chair in 2011. Under his leadership, the Saputo Promise was implemented, a commitment to live up to the values on which Saputo was founded in 1954. Effective August 9, 2024, Mr. Saputo transitioned from President and CEO, to the role of Executive Chair of the Board of Directors.
| Saputo Board and Committee Memberships for fiscal 2024 | Attendance for fiscal 2024 | Compensation received for fiscal 2024 | ||
|---|---|---|---|---|
| Board (Chair) | 7/7 | 100% | $4,455,324 (1) | |
| Securities held or controlled | Director share ownership met | Other Public Board Memberships | Other Committee Memberships | |
| Common Shares | Value ($) (2) | Yes (4) | None | None |
| 197,164 | 4,895,582 |
Annette Verschuren, O.C.
Ontario, Canada
Age: 68
Director since: 2013
Independent
Annette Verschuren is an influential business leader with a proven track record in transformational growth and commitment to sustainability and entrepreneurship. Ms. Verschuren is the Chair and CEO of NRStor Inc., an energy storage development company. Prior to her current position, she served as President of The Home Depot Canada (1996-2011), growing the company from 19 to 179 stores. Earlier in her career, she was President and co-owner of Michaels of Canada, VP, Corporate Development at Imasco, and VP at Canada Development Investment Corporation. She currently serves as Chair of the Board of MaRS Discovery District, a not-for-profit corporation that offers venture support services and entrepreneurship education programs to science and technology companies and is a member on the board of the Verschuren Centre for Sustainability in Energy and the Environment. She is a founding member of the Rideau Hall Foundation. Ms. Verschuren was honoured as an Officer of The Order of Canada in 2011 and was named a Companion of the Business Hall of Fame in 2019. She holds several honorary doctorates and earned a Bachelor of Business Administration from St. Francis Xavier University.
| Saputo Board and Committee Memberships for fiscal 2025 | Attendance for fiscal 2025 | Compensation received for fiscal 2025 | ||
|---|---|---|---|---|
| Board | 7/8 | 87.5% | $260,000 | |
| Audit Committee | 7/7 | 100% |
2024 Voting Results:
FOR: 98.77%
| Securities held or controlled | Director share ownership met | Other Public Board Memberships | Other Committee Memberships | ||
|---|---|---|---|---|---|
| Common Shares | DSUs (4) | Value ($) (2) | Yes (3) | Air Canada | Governance and Nominating Committee (Chair) Audit, Finance and Risk Committee |
| 8,000 | 53,558 | 1,528,485 | Canadian Natural Resources Limited | Compensation Committee Health, Safety, Asset Integrity and Environmental Committee |
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
(1) Since August 9, 2024, Mr. Saputo has served as the Executive Chair of the Board. As an executive officer, he is not compensated for his role as a director, and his compensation is disclosed under the "Executive Compensation" section below. However, Mr. Saputo is subject to the share ownership requirements applicable to directors.
(2) This value corresponds to the number of Common Shares and DSUs held by each director multiplied by the closing price of the Common Shares on the Toronto Stock Exchange (the "TSX") on March 31, 2025 ($24.83).
(3) See "Share Ownership Policy for Directors".
(4) Represents the aggregate of (i) the DSUs granted with respect to the director's compensation and (ii) the additional DSUs accumulated as notional equivalents of cash dividends declared on Common Shares.
Information as to securities beneficially owned by each nominee, or over which each nominee exercised control or direction, as at May 31, 2025, has been provided by the nominees individually.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Majority Voting Requirements
The election of directors at the Meeting is governed by the majority voting requirements under the Canada Business Corporations Act ("CBCA"). Pursuant to such voting requirements, any nominee for an uncontested election as a director at a shareholders' meeting is elected only if the number of votes cast in their favour represents a majority of the votes cast "for" by the shareholders who are present in person, online or represented by proxy. A nominee who fails to receive a majority of votes cast in their favour will not be elected and the Board position will remain open, save in exceptional circumstances; however, in the case of an incumbent director nominee, they may continue in office until the earlier of (a) the 90th day after the day of the election; or (b) the day on which their successor is appointed or elected. These requirements apply only to uncontested elections, meaning elections where the number of nominees for director is equal to the number of directors to be elected as determined by the Board.
The director nominee election results at the August 9, 2024, annual meeting of the shareholders of the Company are set out below:
| Name | Voted For | Voted Against | % For | % Against |
|---|---|---|---|---|
| Victor L. Crawford | 363,437,051 | 146,834 | 99.96% | 0.04% |
| Olu Fajemirokun-Beck | 360,377,252 | 3,206,633 | 99.12% | 0.88% |
| Anthony M. Fata | 358,397,698 | 5,186,187 | 98.57% | 1.43% |
| Annalisa King | 361,238,933 | 2,344,952 | 99.36% | 0.64% |
| Karen Kinsley | 363,222,425 | 361,460 | 99.90% | 0.10% |
| Diane Nyisztor | 362,624,478 | 959,407 | 99.74% | 0.26% |
| Franziska Ruf | 362,720,705 | 863,180 | 99.76% | 0.24% |
| Stanley H. Ryan | 362,759,500 | 824,385 | 99.77% | 0.23% |
| Lino A. Saputo | 354,862,864 | 8,721,020 | 97.60% | 2.40% |
| Annette Verschuren | 359,101,749 | 4,482,136 | 98.77% | 1.23% |
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Skills Matrix
The Corporate Governance and Human Resources Committee (the "CGHR Committee") has identified the main qualifications, competencies, and skills that members of the Board should possess to provide effective oversight over the Company. These are set forth in the skills matrix below for each nominee director. The matrix is not intended to be an exhaustive list of each director nominee's skills and is reviewed annually by the CGHR Committee.
| Name | Age | Board Tenure at Saputo | Top Four Skills (1) (2) (3) | Language Skills (4) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| <50 | ≥50 | 0-5 years of service | 6-10 years of service | 11-15 years of service | ≥16 years of service | Manufacturing, Food & Drug Industries | International | Retail, Consumer Trends & Brands | Government & Regulatory Affairs | Accounting & Finance | Mergers & Acquisitions | Management & Strategy | Environmental, Social & Governance | Technology, Digital & Cyber | English | French | Other | |
| Victor L. Crawford | X | X | X | X | X | X | X | |||||||||||
| Olu Fajemirokun-Beck | X | X | X | X | X | X | X | X | ||||||||||
| Anthony M. Fata | X | X | X | X | X | X | X | X | X | |||||||||
| Annalisa King | X | X | X | X | X | X | X | X | ||||||||||
| Karen Kinsley | X | X | X | X | X | X | X | X | ||||||||||
| Diane Nyisztor | X | X | X | X | X | X | X | X | ||||||||||
| Franziska Ruf | X | X | X | X | X | X | X | X | X | |||||||||
| Stanley H. Ryan | X | X | X | X | X | X | X | |||||||||||
| Lino A. Saputo | X | X | X | X | X | X | X | X | X | |||||||||
| Annette Verschuren | X | X | X | X | X | X | X |
(1) Definition of Competencies:
Manufacturing, Food & Drug Industries: Senior executive experience in the manufacturing industry, in the food and/or the drug industry;
International: Top-level international experience;
Retail, Consumer Trends & Brands: Senior executive experience in a retail or consumer company, or brands;
Government & Regulatory Affairs: Experience with government and/or regulatory affairs;
Accounting & Finance: Senior executive experience in financial accounting and financial reporting;
Mergers & Acquisitions: Experience in M&A transactions;
Management & Strategy: Experience working in management of a publicly listed company or large organization or other senior experience driving strategic direction and leading growth;
Environment, Social, & Governance: Experience with policies, practices or risk management associated with environmental, climate, sustainable development, social and corporate responsibility, and/or governance issues relevant to the Company;
Technology, Digital & Cyber: Experience with technology, digital and/or cybersecurity issues in a large organization.
(2) All director nominees are financially literate and have senior executive experience in risk management.
(3) For skills on compensation policies and practices, see section "Role and Composition of the CGHR Committee".
(4) Based on the director's self-assessment.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Compensation of Directors
Our compensation policy for non-employee directors aims to attract and retain qualified individuals, taking into consideration the risks and responsibilities as directors.
The CGHR Committee is responsible for annually reviewing the compensation policy regarding directors of the Company. The CGHR Committee considers, on an annual basis, the appropriateness of retaining independent consultants to advise its members on questions concerning director compensation. In fiscal 2023, the CGHR Committee retained the services of PCI Compensation Consulting Inc. ("PCI"), an independent consultant now known as Arthur J. Gallagher & Co., to benchmark the compensation of non-employee directors with that of the companies included in the Director Peer Group (as defined below). Further to this review, PCI concluded that the compensation of our directors was competitive with the compensation offered to directors of the companies in the Director Peer Group.
For fiscal 2025, the CGHR Committee recommended to the Board to continue relying on the review conducted for fiscal 2023 and that no change be made to director compensation.
The composition of the peer group used to set the compensation of our directors (the "Director Peer Group") in fiscal 2025 is listed below and has remained unchanged since fiscal 2021.
| Director Peer Group | ||
|---|---|---|
| Air Canada | CGI Inc. | Molson Coors Beverage Company |
| Alimentation Couche-Tard Inc. | Dollarama Inc. | Nutrien Ltd. |
| Bombardier Inc. | Empire Company Limited | Newmont Corporation |
| BRP Inc. | George Weston Limited | Shaw Communications Inc.(1) |
| Canadian National Railway Company | Loblaw Companies Limited | AtkinsRéalis Group Inc. (formerly SNC-Lavalin Group Inc.) |
| Canadian Pacific Railway Limited | Maple Leaf Foods Inc. | Thomson Reuters Corporation |
| Canadian Tire Corporation, Limited | Metro Inc. | WSP Global Inc. |
(1) Rogers Communications Inc. acquired Shaw Communications Inc. on April 3, 2023.
The following table sets out the annual retainer paid to directors in fiscal 2025. The annual retainer is payable in cash or in Deferred Share Units ("DSUs"), as per our compensation policy and the DSU Plan. We do not pay a meeting fee for Board meetings or committee meetings. The annual retainer paid in fiscal 2025 remained unchanged since the previous year.
| Annual retainer | |
|---|---|
| Executive Chair of the Board (1) | - |
| Lead Director and Chair of the CGHR Committee | $340,000 |
| Chair of the Audit Committee | $315,000 |
| Board members who sit on a committee | $260,000 |
| Board member only (no committee) | $240,000 |
(1) Mr. Saputo does not receive an annual retainer. His compensation is disclosed under "Executive Compensation".
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
DEFERRED SHARE UNIT PLAN FOR DIRECTORS
We have a DSU plan (the "DSU Plan") for our directors. A DSU is a fully-vested phantom share of the Company with the same value as one Common Share but does not qualify as a share of the Company and, therefore, does not confer voting or other rights normally granted to shareholders. The DSU Plan provides that additional DSUs are accumulated as notional equivalents of dividends declared on Common Shares. Each DSU vests upon award and entitles participants to receive a cash payment for the value of the DSUs held on the last business day of the calendar year following the calendar year in which the participant ceases to be a director, unless, in the case of a non-USA participant, the participant chooses an earlier date upon ceasing to be a director. The DSU Plan provides directors with an ongoing stake in the Company in line with the value of the Common Shares for the duration of their mandate.
SHARE OWNERSHIP POLICY FOR DIRECTORS
Our directors play a central role in enhancing shareholder value and, as such, we believe that the economic interests of our directors should be aligned with those of our shareholders. The CGHR Committee annually reviews our share ownership policy for directors and considers, among other things, corporate governance best practices, market practices and the market value of the securities required to be owned by directors to meet the threshold set out in our share ownership policy.
Pursuant to this policy, all of our directors are required to own Common Shares and/or DSUs having a total market value of at least three times their annual retainer or base salary, as applicable. A copy of this policy is available at www.saputo.com. Each director is required to comply with this policy within five years following their appointment as a director of the Company and throughout their term as director. Pursuant to the DSU Plan, each director who does not meet the minimum requirement under the policy must receive their entire compensation in DSUs.
As at March 31, 2025, all directors complied with the share ownership policy. The information set out in the following table is as at March 31, 2025.
| Director | Common Shares | DSUs (1) | Total Common Shares and DSUs | Total Market Value of Common Shares and/or DSUs (2) (3) | Minimum Required (3) (3) | Meets the Company's Share Ownership Requirements for Directors |
|---|---|---|---|---|---|---|
| Victor L. Crawford | 0 | 13,677 | 13,677 | 339,600 | – | N/A (4) |
| Olu Fajemirokun-Beck | 0 | 29,349 | 29,349 | 728,736 | – | N/A (4) |
| Anthony M. Fata | 13,053 | 166,949 | 180,002 | 4,469,450 | 1,020,000 | Yes |
| Annalisa King | 1,031 | 107,967 | 108,998 | 2,706,420 | 945,000 | Yes |
| Karen Kinsley | 6,800 | 61,980 | 68,780 | 1,707,807 | 780,000 | Yes |
| Diane Nyisztor | 5,000 | 65,231 | 70,231 | 1,743,836 | 780,000 | Yes |
| Franziska Ruf | 2,000 | 72,141 | 74,141 | 1,840,921 | 780,000 | Yes |
| Stanley H. Ryan | 0 | 13,677 | 13,677 | 339,600 | – | N/A (4) |
| Lino A. Saputo | 197,164 | 0 | 197,164 | 4,895,582 | 3,900,000 | Yes |
| Annette Verschuren | 8,000 | 53,558 | 61,558 | 1,528,485 | 780,000 | Yes |
(1) The DSUs shown in the table represent the aggregate of (i) the DSUs granted with respect to the director's compensation and (ii) the additional DSUs accumulated as notional equivalents of cash dividends declared on Common Shares.
(2) This value corresponds to the number of Common Shares and/or DSUs held by each director, multiplied by the closing price of the Common Shares on the TSX on March 31, 2025 ($24.83).
(3) This value corresponds to three times the then-current annual retainer or base salary of each director, as applicable.
(4) The director is within the five-year grace period after appointment to meet the minimum ownership requirements under the share ownership policy.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
DIRECTOR SUMMARY COMPENSATION TABLE
The following table provides a summary of total compensation earned by each of the directors during fiscal 2025 and the manner in which the compensation was paid:
| Name (1) | Total Fees Earned (2) ($) | Allocation of Fees Earned | All Other Compensation ($) | Total Compensation ($) | ||
|---|---|---|---|---|---|---|
| Cash ($) | DSUs (3) (4) ($) | Allocation of Fees between Cash and DSUs (%) | ||||
| Victor L. Crawford | 260,000 | – | 260,000 | 100% DSUs | – | 260,000 |
| Henry E. Demone (5) | 93,260 | 46,630 | 46,630 | 50% cash/50% DSUs | – | 93,260 |
| Olu Fajemirokun-Beck | 260,000 | – | 260,000 | 100% DSUs | – | 260,000 |
| Anthony M. Fata | 340,000 | – | 340,000 | 100% DSUs | – | 340,000 |
| Annalisa King | 315,000 | – | 315,000 | 100% DSUs | – | 315,000 |
| Karen Kinsley | 260,000 | – | 260,000 | 100% DSUs | – | 260,000 |
| Diane Nyisztor | 260,000 | – | 260,000 | 100% DSUs | – | 260,000 |
| Franziska Ruf | 260,000 | – | 260,000 | 100% DSUs | – | 260,000 |
| Stanley H. Ryan | 260,000 | – | 260,000 | 100% DSUs | – | 260,000 |
| Annette Verschuren | 260,000 | 130,000 | 130,000 | 50% cash/50% DSUs | – | 260,000 |
| Total ($) | 2,568,260 | 176,630 | 2,391,630 | – | – | 2,568,260 |
(1) As Executive Chair of the Board, Mr. Saputo is an executive officer of the Company. Since Mr. Saputo served as President and CEO for part of fiscal 2025 and as Executive Chair of the Board for the balance of the year, his compensation is disclosed in the "NEO Summary Compensation Table" below. Mr. Saputo was not compensated for his role as a director of the Company.
(2) Directors must receive 100% of their annual retainer in DSUs until they satisfy the minimum value required under the share ownership policy for directors, after which they can elect to receive (i) 50% of their annual retainer in cash and 50% in DSUs, or, (ii) 100% of their annual retainer in DSUs.
(3) These amounts do not include additional DSUs accumulated as notional equivalents of dividends declared on Common Shares in accordance with the DSU Plan.
(4) In accordance with the DSU Plan, amounts reflect the grant date fair value of the DSUs based on the average of the closing prices on the TSX on the last ten trading days of each calendar quarter. DSUs are vested upon award, but directors are only entitled to receive a cash payment after they cease to be members of the Board (see "Deferred Share Unit Plan for Directors").
(5) Mr. Demone ceased to be a director of the Company on August 8, 2024.
OUTSTANDING SHARE-BASED AND OPTION-BASED AWARDS
The following table presents, for each director, all the share-based awards outstanding at the end of fiscal 2025. The directors do not participate in the Stock Option Plan (as defined below), and none of the directors held stock options in fiscal 2025.
Outstanding Share-Based Awards
| Name (1) | Share-Based Awards | ||
|---|---|---|---|
| Number of Common Shares or Units that Have Not Vested (#) | Market or Payout Value of Share-Based Awards that Have Not Vested ($) | Market or Payout Value of Vested Share-Based Awards not Paid Out or Distributed (2) (3) ($) | |
| Victor L. Crawford | – | – | 339,600 |
| Henry E. Demone (4) | – | – | – |
| Olu Fajemirokun-Beck | – | – | 728,736 |
| Anthony M. Fata | – | – | 4,145,344 |
| Annalisa King | – | – | 2,680,821 |
| Karen Kinsley | – | – | 1,538,963 |
| Diane Nyisztor | – | – | 1,619,686 |
| Franziska Ruf | – | – | 1,791,261 |
| Stanley H. Ryan | – | – | 339,600 |
| Annette Verschuren | – | – | 1,329,845 |
(1) Mr. Saputo is an executive officer of the Company. Outstanding share-based and option-based awards for Mr. Saputo are disclosed in the table "Outstanding Share-Based Awards and Option-Based Awards" for named executive officers.
(2) These amounts include additional DSUs accumulated as notional equivalents of dividends declared on Common Shares.
(3) This value corresponds to the number of DSUs held by each director multiplied by the closing price of the Common Shares on the TSX on March 31, 2025 ($24.83). DSUs are vested upon award, but directors are only entitled to receive a cash payment after they cease to be members of the Board (see "Deferred Share Unit Plan for Directors").
(4) Ceased to be a director of the Company on August 8, 2024.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Attendance at Board of Directors and Committee Meetings
The following table provides the number of meetings of the Board and its committees held during fiscal 2025, and the attendance record of the current directors.
Summary of Attendance of Directors
| Director | Board | Audit Committee | CGHR Committee |
|---|---|---|---|
| Lino A. Saputo | 8 of 8 | – | – |
| Victor L. Crawford | 7 of 8 | 6 of 7 | – |
| Olu Fajemirokun-Beck | 7 of 8 | 7 of 7 | – |
| Anthony M. Fata | 8 of 8 | – | 9 of 9 |
| Annalisa King | 8 of 8 | 7 of 7 | – |
| Karen Kinsley | 8 of 8 | 7 of 7 | – |
| Diane Nyisztor | 8 of 8 | – | 9 of 9 |
| Franziska Ruf | 8 of 8 | – | 9 of 9 |
| Stanley H. Ryan | 8 of 8 | – | 9 of 9 |
| Annette Verschuren | 8 of 8 | 7 of 7 | – |
| Number of meetings in fiscal 2025 | 8 | 7 | 9 |
| Attendance rate | 97.5% | 97% | 100% |
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
2025 MANAGEMENT INFORMATION CIRCULAR
Letter from the Lead Director and Chair of the Corporate Governance and Human Resources Committee
Dear Shareholders,
As we prepare for our upcoming Annual General Meeting on August 8, 2025, I am pleased to present the Corporate Governance and Human Resources Committee's (CGHR Committee) report on Saputo's corporate governance practices and executive compensation policies. This report highlights the significant corporate governance initiatives undertaken by the CGHR Committee during fiscal 2025.
A significant milestone this year was the successful execution of the leadership transition involving the President and CEO. Over the past fiscal years, the CGHR Committee diligently oversaw a comprehensive executive succession planning process, identifying high-potential candidates and supporting their development through targeted initiatives. This rigorous preparation enabled a smooth and effective transition, ensuring leadership continuity and organizational stability within our executive team. The Board has full confidence in Carl Colizza's capabilities to lead the Company as its new President and CEO. In his new role as Executive Chair of the Board, Lino A. Saputo continues to support management, provide strategic oversight, and foster the Saputo culture across the organization.
In addition to the President and CEO transition, the CGHR Committee oversaw several other executive appointments and leadership transitions during the year, including Isabelle Tisseur as Chief Human Resources Officer (CHRO) following the retirement of Gaétane Wagner. On behalf of the Committee, I would like to express our sincere appreciation to Gaétane for her dedication and invaluable contributions to the Company. Her leadership has played a pivotal role in shaping Saputo's human resources strategy and cultivating a culture of excellence throughout the organization. We extend our best wishes to Gaétane for a fulfilling and well-deserved retirement.
Consistent with our commitment to aligning the interests of executives and shareholders, the Board approved enhancements to the share ownership guidelines for executive officers including the introduction of post-retirement ownership requirements for the President and CEO. These enhancements reinforce our focus on long-term value creation and executive accountability.
In addition, the CGHR Committee conducted a comprehensive review of the Company's executive pension plans, resulting in the decision to close the defined benefit plan to new executives. This action reflects our ongoing commitment to maintaining a sustainable and competitive compensation framework while managing long-term financial obligations.
These initiatives, together with the Committee's broader efforts detailed in this report, underscore our continued dedication to fostering a culture of accountability, transparency, and long-term value creation.
I look forward to your participation at our Annual Meeting. The CGHR Committee remains committed to engaging with shareholders to gather feedback on corporate governance, compensation, and other matters. Please remember to vote your shares, either by proxy or during the Meeting.
Sincerely,
ANTHONY M. FATA
Lead Director and Chair of the CGHR Committee
To contact the Board: [email protected]
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Report on Corporate Governance Practices
This report provides a discussion of our corporate governance practices. The Board recognizes the importance of good corporate governance practices and has entrusted the CGHR Committee with the responsibility of reviewing and recommending improvements to the Company's governance framework. The Board believes current practices meet the Company's needs, ensure board efficiency and independence from Management, and fairly represent minority shareholders' investments. The Company monitors the evolution of corporate governance practices and guidelines in Canada. The CGHR Committee and the Board periodically review the Company's corporate governance practices and, if appropriate, implement changes to improve them.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
ESG Governance
The Saputo Promise is our approach to social, environmental, and economic performance based on seven Pillars: Food Quality and Safety, Our People, Business Ethics, Responsible Sourcing, Environment, Nutrition, and Community. The Board oversees our practices, guidelines, and policies related to the Saputo Promise. Documents relating to the Saputo Promise are available at www.saputo.com.
Corporate governance elements of the Saputo Promise and its Pillars are summarized below.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
-
The Corporate Responsibility Committee ("CR Committee") oversees the overall strategy of the Saputo Promise and monitors the Company's progress for each of its seven Pillars. The CR Committee is composed of our President and CEO, our CFO and Secretary, our Chief Commercial Officer, Saputo Inc., our CHRO, our Chief Sustainability and Corporate Development Officer, the President and COO of each operating division, and our VP, Corporate Responsibility. Our divisional leadership ensures the execution and operationalization of our practices related to the Saputo Promise. Management annually reports to the Board on the Saputo Promise.
-
The Environmental Committee, which includes, among other members, our President and CEO, our CFO and Secretary, our Chief Commercial Officer, the President and COO of each operating division, our VP, Corporate Responsibility, and the senior manager in each division responsible for environmental matters, is responsible for overseeing the implementation of the Environmental Policy and the achievement of our environmental objectives. Periodic reporting of our environmental performance is made to the Audit Committee.
-
The Quality Assurance Committee ("QA Committee") provides global governance to ensure our high food quality and safety standards and our Food Quality and Safety Policy are upheld consistently across our operations. The QA Committee is comprised of our President and CEO, our CFO and Secretary, our Chief Commercial Officer, and the President and COO and quality assurance experts of each of our divisions. Quarterly reporting on the Company's food quality and safety performance is made to the Audit Committee by the QA Committee, and the Chair of the QA Committee meets annually with the Audit Committee.
-
The Health and Safety Committee ("H&S Committee") is responsible for aligning and ensuring adherence to best practices across our divisions as it relates to health and safety ("H&S"). Alongside other members, the H&S Committee is composed of our President and CEO, our Chief Commercial Officer, our CHRO, and the President and COO and the H&S leaders of each of our divisions. The H&S Committee reports quarterly to the CGHR Committee on H&S matters.
-
The Information Technology Security Committee ("IT Security Committee"), composed of our EVP, Information Technology, our CFO and Secretary, our Privacy Officer, and members of the senior management teams from each of our divisions, monitors the practices, procedures, and controls used to identify, assess, and manage our key cybersecurity programs and risks. The IT Security Committee also oversees the Company's measures to protect the confidentiality, integrity, and availability of our electronic information, intellectual property, and data. The EVP, Information Technology reports biannually to the Audit Committee on the IT Security Committee's work and any material issues that arise.
-
The Digital Advisory Committee ensures alignment between digital strategies and Company objectives. Among other things, it oversees our global artificial intelligence (AI) strategy, associated risks and ethical use of AI technologies. It is responsible for overseeing the identification, prioritization and investment in AI initiatives that enhance business capabilities and operational efficiency, while ensuring adherence to responsible AI principles. The Committee is comprised of our CFO and Secretary, our CHRO, our Chief Commercial Officer, our Chief Sustainability and Corporate Development Officer, our EVP, Information Technology, our EVP, Legal, our SVP, Finance USA, and is chaired by the President and CEO, who periodically reports to the Board on digital strategies and AI matters.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
We publish the Saputo Promise Report annually to provide shareholders and other stakeholders with increased visibility on our initiatives, challenges, and priorities in connection with the Saputo Promise. Our 2025 Saputo Promise Report was published on June 5, 2025, and can be found for information purposes only on the Company's website at www.saputo.com. Our 2025 Saputo Promise Report is aligned with the Sustainability Accounting Standards Board (SASB) Standard for the Processed Food industry and the Task Force on Climate-related Financial Disclosures (TCFD). Considering the increased focus on climate-related disclosures and following our climate scenario analysis, we set up a global Working Group on Climate responsible to drive implementation efforts relative to climate-related risks and opportunities, which is led by our VP, Corporate Responsibility and comprised of representatives from various relevant corporate functions. In fiscal 2025, we delivered on our 2025 Environmental Pledges and announced our 2030 targets. Our 2030 targets, validated by the Science-Based Target Initiative (SBTi), are available in our 2025 Saputo Promise Report.
For selected highlights of our fiscal 2025 ESG performance, see our 2025 Annual Report, available on the Company's website at www.saputo.com. Additional information on our approach to ESG is available in our Annual Information Form dated June 5, 2025.
Corporate Governance Initiatives
As part of our various corporate governance initiatives, we have adopted or put in place:
(i) a Code of Ethics for directors, officers, and employees;
(ii) position descriptions for the CEO, the Executive Chair of the Board, the Board committee Chairs, and the Lead Director;
(iii) a selection process for new directors;
(iv) an anonymous and confidential whistleblowing line hosted by a third-party;
(v) an assessment process for the CEO, the Board, the committees, the Executive Chair, the Committee Chairs, and the directors, individually;
(vi) a director orientation and training program;
(vii) a share ownership policy for directors, executive officers, and senior levels of management, including a post-retirement holding requirement for the CEO;
(viii) a DSU Plan for the directors who are not employees of the Company, which requires director equity to be held until retirement;
(ix) a procedure on directors' employment and other directorships;
(x) a Board diversity policy;
(xi) a single-trigger incentive compensation clawback policy;
(xii) an advisory vote on executive compensation; and
(xiii) a shareholder communication and engagement policy.
Board of Directors
The Board is responsible for the stewardship of our business and affairs. As such, the Board oversees the management of our business so as to enhance the creation of long-term shareholder value while considering the interests of our various stakeholders, including shareholders, employees, customers, suppliers, business partners, and the communities where we operate.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Board Mandate
The mandate of the Board is to supervise the management of our business and affairs. In order to better fulfill its mandate, the Board takes on the following responsibilities, among others:
(i) reviewing and approving our strategic orientation and periodically reviewing and approving the results obtained by the Company in comparison with objectives pursued;
(ii) monitoring, where possible, the integrity of our CEO and other senior executives, and ensuring that each of them promotes a culture of integrity within the Company;
(iii) reviewing and approving the appointment, indemnification, succession and education plans, and overseeing compensation, for the executive officers;
(iv) identifying the main risks associated with our business and ensuring the deployment of appropriate risk management measures;
(v) overseeing the integrity of internal control over financial reporting and disclosure controls and procedures;
(vi) establishing and overseeing the implementation of the corporate disclosure policy, and reviewing and approving the continuous disclosure documents;
(vii) establishing and overseeing the implementation of the shareholder communication and engagement policy;
(viii) meeting with the Company's shareholders and stakeholders at the annual meeting of shareholders and being available to respond to questions at that time or in accordance with our shareholder communication and engagement policy;
(ix) overseeing the ESG factors and risks material to our business and the deployment of appropriate measures to manage them;
(x) overseeing our practices, guidelines and policies related to the Saputo Promise;
(xi) approving our approach to corporate governance, in particular adopting corporate governance principles and guidelines that apply specifically to us; and
(xii) reviewing and approving the compensation and indemnification of directors.
The Board has taken, when necessary, specific measures in this respect. Some of these duties were delegated to the CGHR Committee and to the Audit Committee. A copy of the mandate of the Board is reproduced in Schedule A of this Circular and is also available at www.saputo.com.
The Board meets with Management annually in order to discuss the strategic plan prepared by Management. The Board reviews our annual budget, and the objectives set by Management. The Board is ultimately responsible for the oversight of climate-related targets and monitoring progress against those targets. It also reviews the competitive and regulatory environment in which we operate in order to assess risks and opportunities. The Board then reviews, on a quarterly basis, our results and accomplishments in comparison with the objectives set in the strategic plan.
The President and CEO and the Executive Chair have the responsibility of keeping the Board informed of important developments that may impact us or our industry.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Composition and Independence of the Board
The Board is composed of ten directors, nine of whom are considered independent, as defined under securities laws. If all proposed nominees for election to the Board are elected at the Meeting, the Board will be composed of ten directors, nine of whom are considered independent.
As the Board recognizes the importance of independent Board oversight, Mr. Fata acts as Lead Director.
| INDEPENDENT | NON-INDEPENDENT |
|---|---|
| Victor L. Crawford | Lino A. Saputo |
| Olu Fajemirokun-Beck | Executive Chair of the Board |
| Anthony M. Fata | |
| Annalisa King | |
| Karen Kinsley | |
| Diane Nyisztor | |
| Franziska Ruf | |
| Stanley H. Ryan | |
| Annette Verschuren |
The CGHR Committee annually reviews the independence and contributions of all Board members, including the Executive Chair and Lead Director, with particular attention to director tenure. Recognizing that extended tenure can impact independence, the Committee considers tenure alongside other factors (e.g. specific knowledge, experience, or competencies) to ensure each director continues to exercise independent judgment. Although the Board has not established director tenure limits and a mandatory retirement age, succession planning is continually pursued to regularly introduce new independent directors. The Executive Chair and the Lead Director, in consultation with the CGHR Committee, are responsible for this process. Three new independent directors have been appointed since 2021. The Board also reviews annually the leadership structure of the Board and its Committees. Independent directors meet in-camera at each Board meeting to facilitate open and candid discussions. Additionally, the Board provides ongoing education and conducts rigorous peer and Board evaluations to support the effectiveness and independence of all directors, including those with long tenure. The independent Lead Director provides leadership to the independent directors, reinforcing the Board's commitment to independent oversight.
We are of the opinion that the presence of the nine current independent directors, including a Lead Director, adequately reflects the investment of minority shareholders in the Company. If all proposed nominees for election to the Board are elected at the Meeting, the Board will be composed of nine independent directors, which, in our opinion, will continue to adequately reflect the investment of minority shareholders.
Board Interlocks
On an annual basis, the CGHR Committee reviews the common memberships on boards of directors of public companies among directors, and, if any, new director nominees to ensure that directors (i) maintain their independence and avoid potential conflicts of interest, and (ii) are able to devote the requisite time and attention to the Company's affairs. See the section entitled "Directors' Employment and Other Directorships" below. There is currently no interlock between directors.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Independent Directors' Meetings
The independent members of the Board meet in-camera with the Lead Director and without Management and the Executive Chair after each Board meeting, including ad hoc and special meetings. The CGHR Committee and the Audit Committee are composed solely of independent members and meet in camera without Management after each committee meeting, including ad hoc and special meetings.
Executive Chair and Lead Director
The positions of Chair of the Board and CEO were previously held by Mr. Saputo. Since August 9, 2024, these roles have been separated, with Mr. Saputo now serving as the Executive Chair of the Board and Mr. Carl Colizza now serving as President and CEO. Recognizing the importance of independent Board oversight, the Board has appointed the Chair of the CGHR Committee, Mr. Fata, as Lead Director, as Mr. Saputo is not independent.
The appointment of the Lead Director is part of the measures taken by the Board to ensure that adequate processes and structures are in place for the Board to function independently. In this regard, the Lead Director coordinates and moderates the in-camera meetings between the independent members of the Board following the meetings of the Board of Directors.
See section "Position Descriptions" below for a summary of these positions.
Committees
The Board has two committees: the CGHR Committee and the Audit Committee, both of which are composed exclusively of independent directors.
In certain circumstances, it may be appropriate for an individual director to engage an outside advisor at the expense of the Company. The CGHR Committee has the mandate to determine if circumstances warrant the hiring of an outside advisor. In addition, both committees can hire outside advisors to assist them in fulfilling their mandate.
Position Descriptions
The Board has developed written position descriptions for the Executive Chair, the Lead Director, the committee Chairs, and the CEO.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
EXECUTIVE CHAIR OF THE BOARD
The position description of the Executive Chair of the Board, which sets out the responsibilities and duties of the Executive Chair of the Board, is developed by the CGHR Committee and approved by the Board.
The Executive Chair of the Board is involved in strategic direction and bridging the gap between the Board and Management. He is also responsible for establishing procedures to govern the Board's work and ensuring the Board's full discharge of its duties. Specifically, the responsibilities of the Executive Chair of the Board include:
(i) collaborating with the Lead Director and other members of Management, where appropriate, to develop agendas and schedules for Board meetings;
(ii) providing appropriate information from Management to enable the Board and the committees to exercise their duties;
(iii) providing strategic oversight on the Company's development;
(iv) promoting the Company's vision and values, embodied by the Saputo Promise, to employees, shareholders, investors, and any other relevant stakeholders, and together with the President and CEO, ensure that Management advances the Saputo Promise as appropriate;
(v) ensuring proper flow of information to the Board and reviewing adequacy and timing of documentary materials in support of Management's proposals;
(vi) fostering an organizational climate that promotes the Saputo culture, emphasizing integrity and disciplined management practices within the Company;
(vii) providing support to the President and CEO, and the Company's Management in all aspects of the operations of the Company; and
(viii) ensuring that the Board has full access to such members of senior Management and other personnel as well as to documents of the Company and our subsidiaries.
A copy of the position description for the Executive Chair of the Board is available at www.saputo.com.
LEAD DIRECTOR AND COMMITTEE CHAIRS
The Lead Director and committee Chairs are all independent directors. The position descriptions of the Lead Director and the committee Chairs set out their respective responsibilities in providing independent leadership to the Board and in guiding each committee in the fulfillment of its duties. The Lead Director's position description is developed by the CGHR Committee and approved by the Board. The succession planning for these positions is intended to maintain institutional memory, a good understanding of Saputo's corporate culture, and independent oversight, among other things.
The Lead Director is responsible for facilitating the functioning of the Board independently of Management and enhancing the quality of our corporate governance practices. Specifically, the responsibilities of the Lead Director include:
(i) providing the Executive Chair of the Board with input as to the preparation of the Board agendas;
(ii) taking measures to ensure the quality, quantity, and timeliness of the flow of information from Management;
(iii) coordinating and moderating in camera meetings of the Board's independent directors;
(iv) representing the independent directors in discussions with Management on corporate governance issues and other matters; and
(v) approving meetings between directors and shareholders, shareholder organizations, and other governance groups.
The Lead Director is elected annually by a vote of the directors who qualify as independent directors. A copy of the position description for the Lead Director is available at www.saputo.com.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
CHIEF EXECUTIVE OFFICER
The position description of the Chief Executive Officer sets out the responsibilities and duties of the CEO, whose role is to provide leadership to ensure the Company's profitable growth and long-term sustainability. The position description for the CEO is developed with input from the CEO, the Executive Chair, and the CGHR Committee, and is approved by the Board.
Together with the Executive Chair and the members of the Board, the CEO develops the vision, upholds the fundamental values and exercises strategic direction and leadership in order to ensure the Company's profitable growth. The CEO oversees business operations and promotes the organizational culture of the Company. Specifically, the key responsibilities of the CEO include:
(i) overseeing the Company's business operations;
(ii) assessing and overseeing the development of new business and market opportunities that align with the Company's strategic direction and enhance shareholder value;
(iii) establishing and maintaining an organizational climate promoting a culture of integrity within the Company and promoting the Saputo culture;
(iv) ensuring that the daily business of the Company is managed properly by implementing processes to meet financial, operational, and strategic goals; and
(v) representing the Company in its relations with shareholders, market stakeholders, major clients, suppliers, competitors, dairy industry participants, commercial and investment bankers, government agencies, and other significant groups.
In addition, the CGHR Committee reviews and approves annually the corporate goals and objectives under the CEO's responsibility. The CGHR Committee also conducts an annual assessment of the CEO's performance in relation to those objectives and reports the results of the assessment to the Board. A copy of the evaluation process for the CEO is available at www.saputo.com.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Corporate Governance and Human Resources Committee
Anthony M. Fata, Chair
Diane Nyisztor
Franziska Ruf
Stanley H. Ryan
The CGHR Committee is composed of four independent directors: Mr. Fata, who is the Chair of the CGHR Committee, Ms. Nyisztor, Ms. Ruf, and Mr. Ryan, all of whom have experience in executive compensation matters. If all proposed nominees for election to the Board are elected at the Meeting, the Board intends to reappoint Mr. Fata, Ms. Nyisztor, Ms. Ruf, and Mr. Ryan as members of the CGHR Committee, with Mr. Fata as the Chair. For more information on their skills and experience, and on the CGHR Committee's responsibilities related to executive compensation, see the section "Executive Compensation" under the heading "Role and Composition of the CGHR Committee" below. The following chart provides details on the activities of the CGHR Committee during the last fiscal year but is not meant to be exhaustive. A copy of the mandate of the CGHR Committee is available at www.saputo.com.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
CGHR Committee
| Main responsibilities | Main achievements in fiscal 2025 |
|---|---|
| Corporate governance | • oversaw the Company's corporate governance practices and made recommendations to the Board |
| • recommended for review and approval by the Board a report on corporate governance practices for inclusion in the Circular | |
| • oversaw the CEO succession | |
| • reviewed and recommended updates to position descriptions for the Executive Chair, the Lead Director, the committee Chairs, and the CEO | |
| • reviewed and recommended the approval of the Board's mandate and other corporate governance policies | |
| • reviewed and approved the CGHR Committee's mandate | |
| Election of the Board members | • recommended to the Board the candidates for election at the 2024 annual shareholders' meeting |
| Continuing education | • coordinated continuing education programs across the Board and committees |
| Performance assessment | • oversaw the annual performance and assessment of the Board, its committees, and the directors individually |
| • considered the results of the evaluation in reviewing the composition of the Board committees and their respective Chair | |
| Human resources and executive compensation | • oversaw the transition to the new management structure |
| • assessed the compensation consultant's performance and monitored the relationship quality and effectiveness among the consultant, Management, and the CGHR Committee | |
| • oversaw the implementation of a new compensation policy | |
| • oversaw and approved a new design for the bonus payout levels and performance shoulders as well as the introduction of cashflow as vesting criteria for PSUs and RSUs | |
| • reviewed and approved the compensation of the new CEO and of the Executive Chair of the Board | |
| • reported on compensation practices by examining and reviewing elements of executive compensation | |
| • reviewed the executive compensation peer group and benchmarked executive compensation for fiscal 2026 | |
| • benchmarked the short-term and long-term incentive plans relative to peers, and reviewed the design of the plans for fiscal 2026 to ensure alignment with our long-term strategic objectives | |
| • reviewed and approved amendments to the Employee Share Ownership Plan | |
| • reviewed and approved amendments to the Stock Option Plan, the RSU Plan, and the PSU Plan | |
| • reviewed and recommended the Board to approve amendments to the share ownership policies, namely to increase ownership requirements as well as the introduction of a one year post-retirement equity holding requirement for the CEO | |
| • benchmarked the executive pension plans in Canada and the US | |
| • reviewed and recommended the Board to approve amendments to the Supplemental Executive Retirement Plan, specifically the closure to new participants for Company's defined benefit pension plans for executives | |
| • monitored potential risks that could arise from our executive compensation policy and program | |
| • closely monitored bonus and PSU vesting outlooks and recommended to the Board payouts under the plans | |
| • reviewed and considered the results of the most recent shareholder advisory vote on executive compensation | |
| • recommended for review and approval by the Board a report on executive compensation for inclusion in the Circular | |
| • reviewed the President and CEO's corporate goals and objectives and supervised the annual performance assessment process relative to those goals and objectives | |
| • reviewed the Management succession planning program | |
| • recommended the appointment of the executive officers | |
| • ensured compliance with the share ownership policies for directors, executive officers, and senior Management of the Company | |
| Human capital | • oversaw the elements of the Saputo Promise delegated by the Board, such as the risk management measures related to human resources, health and safety, inclusion, diversity, engagement, talent & well-being, and business ethics |
| • monitored on a quarterly basis the health and safety scorecard presenting the injury trends and frequency | |
| • oversaw the Company's initiatives to promote employee well-being as an attraction and retention strategy |
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Audit Committee
Annalisa King, Chair
Victor L. Crawford
Olu Fajemirokun-Beck
Karen Kinsley
Annette Verschuren
The Audit Committee is composed of five independent directors: Ms. King, who is the Chair of the Audit Committee, Mr. Crawford, Ms. Fajemirokun-Beck, Ms. Kinsley, and Ms. Verschuren, all of whom are financially literate. Each member of the Audit Committee identified as an Audit Committee Financial Expert under US Securities law. If all proposed nominees for election to the Board are elected at the Meeting, the Board intends to reconduct all current members of the Audit Committee in their functions, including Ms. King as the Chair. The following chart provides details on the activities of the Audit Committee during the last fiscal year but is not meant to be exhaustive. The Audit Committee's mandate is published in the Annual Information Form of the Company under Appendix A and is also available at www.saputo.com.
Audit Committee
| Main responsibilities | Main achievements in fiscal 2025 |
|---|---|
| Disclosure | • reviewed the interim financial reports and annual financial statements accompanied by the external auditor's report, management's discussion and analysis, and press releases regarding the financial results before their public release and recommended their approval to the Board |
| • recommended the Board to approve the annual continuous disclosure documentation | |
| • discussed key accounting matters and the application of accounting standards for the purpose of the Company's consolidated financial statements | |
| • reviewed the dividend policy and recommended to the Board the approval of dividends on a quarterly basis | |
| • reviewed the normal course issuer bid (NCIB) and recommended its approval to the Board | |
| Risk management and internal control | • oversaw the risk management inherent to the Company (including financial, strategic, compliance, reputational, and operational risks) and ensured that appropriate measures are in place to identify and manage them effectively |
| • oversaw the processes, controls, risk assessments, and risk mitigation actions relating to cybersecurity and business continuity preparedness | |
| • reviewed and monitored the presence and the effectiveness of the Company's internal control over financial reporting through reports prepared by Management, the internal auditor, and the external auditor, as well as the remediation and follow-up measures implemented | |
| • oversaw the adequacy and effectiveness of the disclosure controls and procedures | |
| Internal audit | • reviewed and approved the annual internal audit plan and monitored its execution |
| • reviewed reports of audit activities, findings, and recommendations and assessed the effectiveness of the internal audit function | |
| External auditor | • evaluated the performance of the external auditor and assessed its independence |
| • reviewed and approved the annual audit plan of the external auditor and monitored its execution | |
| • reviewed periodic reports from the external auditor and discussed with them (i) the results of the audit or review, as applicable, (ii) the assessment of the control systems in place and their recommendations, (iii) any significant risks or exposures identified, and (iv) any other material matter relating to the audit or review of the financial statements | |
| Evaluation of the Audit Committee | • assessed the performance of the Audit Committee |
| Saputo Promise | • oversaw the elements of the Saputo Promise delegated by the Board, such as environmental matters, including climate-related risks, modern slavery, food quality and safety, cybersecurity, technology and information security, as well as the Company's risk management relative to these elements |
| • oversaw the Company's roadmap in light of key findings from its climate scenario analysis |
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Risk Management
The Board oversees our management of the principal risks to which we are exposed, including ESG risks, and ensures the implementation of appropriate methods by Management to identify, evaluate, manage, mitigate, and report on these risks in a proactive manner. The Board delegated to the Audit Committee the responsibility to review, and evaluate with Management and Internal Audit the risk factors inherent to Saputo, including risks related to ESG aspects such as environmental matters, climate-related risks, food quality and safety, cybersecurity, technology and information security, and modern slavery. Management, assisted by our Internal Audit team, is responsible to assess the risks to which we are exposed on a periodic basis and present the results of their assessments to the Audit Committee. The Board also delegated to the CGHR Committee the responsibility to oversee the risk management measures related to human resources risks, including related ESG aspects such as business ethics, inclusion, diversity and engagement, and health and safety. Saputo's enterprise risk management program is overseen by the Audit Committee, which has the responsibility to oversee that appropriate measures are in place to enable Management to identify and manage risks and uncertainties effectively. The Company's risk management and related procedures are reviewed regularly and at least annually. For a list of all the principal risks affecting our business, please refer to the "Risks and Uncertainties" section of Management's Discussion and Analysis contained in the Annual Report of the Company for fiscal 2025. Our ongoing risk management process includes the periodic performance of an in-depth assessment of the risks and uncertainties to which we are or may be subject, the results of which are presented to the Audit Committee. This assessment, conducted via interviews and surveys with key members of Management, is used to identify the risks we are exposed to and determines the importance of those risks based on the potential impact of those risks on our ability to execute on our strategies and achieve our objectives. Based on this assessment, Management identifies adequate measures to manage or mitigate these risks. Each significant risk is assigned to a risk owner, and the status of mitigation measures is reported to the Audit Committee. Management also identifies key performance indicators to measure each risk identified and provides the Audit Committee with a quarterly performance report indicating the overall risk rating, outlook status, and discussing the ongoing appropriateness of the mitigations in place.
In years where an in-depth assessment is not performed, a management committee, assisted by the Internal Audit team, performs a risk assessment update, including discussions on emerging risks, which is presented to the Audit Committee. The Audit Committee reviews annually the list of risks monitored and the key performance indicators.
Internal Control Over Financial Reporting
The Audit Committee is responsible for ensuring the adequacy and the effectiveness of our internal control over financial reporting. The Audit Committee regularly meets with the CFO and Secretary, the Internal Audit team, and the external auditor of the Company in order to examine issues pertaining to the presentation of financial information, accounting practices, new accounting standards, internal accounting systems, as well as financial controls and procedures and auditing plans. The Audit Committee also reviews and monitors the practices and procedures relating to the certifications by the CEO and the CFO with respect to internal control over financial reporting and disclosure controls and procedures to ensure compliance with applicable securities legislation. In the exercise of its mandate, the Audit Committee meets quarterly with the internal auditor of the Company, with and without Management.
For additional information on the Audit Committee, see the "Audit Committee Information" section in our Annual Information Form for fiscal 2025.
Succession Planning
The CGHR Committee is responsible for human resources and succession planning. The CGHR Committee has established an executive succession plan to identify potential successors for each executive officer in the short, medium, and long term. For each potential successor, the plan highlights areas of development to enhance readiness to take on the relevant position. The CHRO meets annually with the CGHR Committee to review and update the executive succession plan. A summary of the executive succession plan is presented by the CGHR Committee to the Board for discussion.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
The executive succession plan is integrated with our comprehensive overall succession planning, the primary objective of which is to have high performing individuals in key roles at all levels of the organization. Every year, we conduct a thorough talent review and succession planning process. We identify the expertise, knowledge, and competencies required for success in key roles, with the ability to embrace Saputo culture and values being a key factor. Identified successors for executive roles undergo a third-party assessment to evaluate their readiness, strengths, and areas for development. Based on the assessments, we develop plans to address gaps, including by focusing on the development of talent for key roles. These plans may include coaching, leadership programs, and other targeted activities, with regular follow-ups to support long-term success.
In connection with succession planning, the CHRO benefits from the involvement of the President and CEO, as well as other members of senior Management. The Executive Chair of the Board will also be involved in the identification of potential successors for executives' positions, particularly for the CEO role.
Compensation
The CGHR Committee evaluates annually the compensation of the directors and executive officers in their respective capacity in light of the compensation policy of the Company, the practices of the market, as well as the risks and responsibilities associated with carrying out their duties. As part of its mandate, the CGHR Committee is also responsible for approving the performance targets and criteria used for the annual incentive (bonus) and long-term incentive grants under our compensation plans and for reviewing any adjustments proposed by Management. Reference is made to sections entitled "Executive Compensation" and "Compensation of Directors" for additional information on executive and director compensation, respectively.
Assessment of the Board of Directors, Committees, and Directors
We carry out an evaluation of the Board, its committees, their respective Chair and individual directors annually, which covers areas such as board responsibilities, composition and diversity, structure, and meetings, and provides directors with the opportunity to provide subjective comments, including with respect to the quality and completeness of the information provided by Management.
As part of the evaluation, the Chair of the CGHR Committee meets each Board member individually every year. Every year, the directors also complete a confidential questionnaire. The evaluation questionnaire completed by the Chair of the CGHR Committee is forwarded to a designated CGHR Committee member. Any key issue identified in the process is presented to the Committee and reported to the Board and discussed with Management, as applicable. Independent directors may discuss any of the matters raised during an in camera meeting, or with the Executive Chair of the Board. At all times, Board members may discuss the performance of a fellow director, the Chair of a Committee, the Lead Director or the Executive Chair, or submit any matter related to the performance of the Board and its members to the Chair of the CGHR Committee, who ensures the implementation of appropriate measures to address any issue.
The consensus of the results of the evaluation conducted for fiscal 2025 was that Board members are generally satisfied with the performance and effectiveness of the Board, its committees, their respective Chair and the directors. Board members noted the smooth succession process of the Executive Chair of the Board, the CEO, and the transition to the new management structure. The results of the evaluation guided the Board in identifying areas of focus tied to business priorities for the upcoming fiscal year. The CGHR Committee considered the results of the evaluation in reviewing the composition of the Board committees and their respective Chair.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Orientation and Continuing Education
The Board considers orienting and educating new directors, as well as maintaining and continuing the education of current directors, to be important elements ensuring responsible corporate governance. The CGHR Committee is responsible for maintaining the orientation and continuing education program.
ORIENTATION PROGRAM
Newly appointed directors are provided with background materials and the information necessary to fulfill their role as directors, such as our continuous disclosure documents, copies of the mandate of the Board and its committees, minutes of previous meetings of the Board, and copies of the policies and procedures adopted by the Board and its committees. In addition, new directors meet individually with members of Management, the President and CEO, the Executive Chair, and the Lead Director to discuss these documents, our industry, the competitive and regulatory environment, as well as our business and operational strategies. New directors also have the opportunity to visit a Company facility as part of the orientation program.
CONTINUING EDUCATION PROGRAM
The continuing education program for current directors was developed to assist them to maintain their skills and abilities and update their knowledge and understanding of the Company and our industry. Directors regularly meet with members of Management to discuss the affairs of the Company, the Company's strategic priorities, the Saputo Promise, the continuous disclosure documents, sectors of activity of the Company, our competitive and regulatory environment, as well as our business and operational strategies. Directors are also provided with the opportunity to meet with members of Management outside of formal Board meetings to discuss and better understand the business and remain current with industry trends. Written materials and briefings are used to ensure that directors' knowledge and understanding of our affairs remain current and that directors are informed of the developments in regulatory and industry initiatives. The background materials given to all directors upon appointment are continuously updated and made available.
In addition, as part of the meetings of the Board and the committees, educational presentations are regularly given by Company representatives across various functions and levels, as well as by external consultants on matters that are of interest to the directors, or which relate to their role as directors or committee members. Board members also hold a strategic planning meeting annually with Management. The following table provides details on the sessions provided to directors during fiscal 2025.
| Date | Topic | Participants |
|---|---|---|
| Quarterly | Developments in regulatory and industry initiatives | |
| Health and Safety | Board | |
| CGHR Committee | ||
| April 2024 | Strategic orientation and objectives | |
| ESG standards and ratings | ||
| Themes influencing the dairy industry and operational and valuation benchmarking | Board | |
| Board | ||
| Board | ||
| May 2024 | Internal audit function | |
| Fraud and risk assessment Information systems, IT Security Committee, cybersecurity, and business disruptions | Audit Committee | |
| Audit Committee | ||
| October 2024 | Intellectual property | |
| Cybersecurity and business disruptions | ||
| Insurance practices | ||
| Financial risk management, including pension plans risks | Audit Committee | |
| Audit Committee | ||
| Audit Committee | ||
| Audit Committee | ||
| November 2024 | ESG deep dive on climate change and the Company's science-based targets | |
| Environment | ||
| Quality assurance | ||
| Supply of milk and other inputs, USA and international markets, competition, consolidation of clientele, supplier chain strain and supplier concentration, consumer trends, and unanticipated business disruption | Board | |
| Audit Committee | ||
| February 2025 | Human resources and compensation risk management | CGHR Committee |
| March 2025 | Deep dive on commercial strategy | Board |
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Moreover, members of the Board are expected to attend the Company's meeting of shareholders. The Board has a policy of periodically conducting field visits of Company facilities. Directors have complete access to Company records. In addition, the Company has an open-door policy for its committee meetings, inviting all members to attend committee meetings as guests, and making related documentation available to all directors. Finally, each Board member is invited to address to the CGHR Committee any request they may have regarding additional information or education. The CGHR Committee reviews such requests and takes the measures it deems appropriate. Many of our directors sit on other boards of directors and are invited to share any best practices observed elsewhere with the CGHR Committee. The Lead Director and Chairs of the committees can also recommend continuing professional development opportunities.
Nomination of Directors
The CGHR Committee is responsible for:
(i) the implementation of a uniform and transparent process for selecting nominees for election to the Board and the recruitment of new candidates for Board membership, and making recommendations to the Board with respect thereto; and
(ii) the implementation and application of an annual performance assessment process of the Board, its committees, and individual Board members.
A copy of the Director Selection and Appointment Process can be found at www.saputo.com.
We endorse a balanced representation in terms of director tenure and age, and we aim to foster diversity in terms of positions of leadership and the nomination of directors. For the selection of nominees for election to the Board of the Company, the CGHR Committee adopted a process which takes into consideration:
(i) what competencies and skills the Board, as a whole, should possess taking into account our Board Diversity Policy (see the section entitled "Board Diversity" for more information);
(ii) what competencies, skills, and experience, including industry and previous board experience, each existing director possesses;
(iii) what competencies, skills, and experiences the Board, as a whole, possesses; and
(iv) the individual performance of each director.
Refer to the section entitled "Skills Matrix" for more information concerning the competencies and skills possessed by the director nominees. The CGHR Committee may rely on the services of qualified consultants to identify and/or recruit candidates, if it deems necessary, and any such consultant will be mandated to ensure that diverse candidates are included. The CGHR Committee also assesses any concerns relating to potential conflict, independence, or time commitment that each nominee may present. See the section entitled "Directors' Employment and Other Directorships" below for additional information. Based on this analysis, which is completed at least annually, the CGHR Committee recommends to the Board the candidates proposed for election to the Board at the next meeting of shareholders. This assessment also allows the identification, inter alia, of competencies and skills that the Board should consider if and when a new director will be added to the Board.
The Board does not currently impose term limits or retirement age limits on its directors, as such limits may cause the loss of high-quality experience and valuable expertise important to the optimal operation of the Board. The Board's current succession plan aims to gradually refresh the Board to a level which maintains institutional memory and good understanding of Saputo's corporate culture, while fresh perspectives are being introduced. Also, the importance of a balanced representation in terms of director tenure and age is recognized.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
When we have hired an external firm to help find candidates for our Board of Directors, search protocols governing such firm's search required compliance with our Board Diversity Policy (as further detailed below.) Selected candidates were interviewed by the President and CEO, the Executive Chair as well as the Lead Director. The CGHR Committee evaluated each candidate's background, experience, skills, and knowledge in relation to the Company's and Board's needs. Comprehensive due diligence was conducted to confirm candidates' independence. The CGHR Committee then recommended candidates for appointment to the Board.
Board Size
After reviewing its size, the Board determined that a board of nine to 15 directors is appropriate for decision-making purposes.
Board Diversity
We recognize that a diverse, inclusive, and equitable environment which values diversity of thought, background, skills, and experience is key to a healthy business and facilitates a broader exchange of perspectives. The Board believes that a range of backgrounds and perspectives enriches discussions among directors and better reflects our relationship with our employees, shareholders, customers, business partners, and other stakeholders.
Our Board Diversity Policy states that, in the context of the director nomination process, the CGHR Committee will consider potential candidates based on a balance of skills, abilities, personal qualities, educational qualifications, and professional experience, including taking into account diversity considerations such as race, national or ethnic origin, colour, religion, age, gender, sexual orientation, diversity in abilities, experiences, thoughts, and beliefs as well as geographic areas and other characteristics of the communities in which we are present. The CGHR Committee reviews the Board Diversity Policy periodically and recommends to the Board any changes. Our Board Diversity Policy is available at www.saputo.com. Further, when the CGHR Committee engages an external recruitment specialist to assist with the recruitment process for independent directors, search protocols governing such firm's search require that the pool of identified candidates include only candidates having the approved skills and include women and candidates from other designated groups (as defined below).
The CGHR Committee endorses a balanced representation in terms of director tenure and age, and aims to foster diversity in the leadership of the Company. In order to effectively implement the Board Diversity Policy, the Board has embedded it into its director selection and appointment process. Additionally, the CGHR Committee considers the Board's diversity in its annual assessment of the Board's performance and its annual review of the size and composition of the Board with a view to identifying imbalances or gaps, as well as opportunities that may be associated with further diversification. The Board and the CGHR Committee consider diversity in the broadest sense, including gender and other diverse attributes, in selecting potential director candidates.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
The Board has not adopted a written policy relating to the identification and nomination of women, Aboriginal peoples, persons with disabilities, and members of visible minorities (each a “Designated Group” as defined under the Canadian Business Corporations Act, consistent with the Employment Equity Act (Canada)) for directors or set targets related to the representation of the Designated Groups on the Board, and has rather incorporated consideration of diversity into its practices as described above.
The representation of Designated Groups within our Board, based on self-identification questionnaires completed by each director, is set out below:
| March 31, 2025 | March 31, 2024 | |||
|---|---|---|---|---|
| Number | Percentage | Number | Percentage | |
| Women | 6 | 60% | 6 | 55% |
| Indigenous peoples | – | – | – | – |
| Members of visible minorities | 2 | 20% | 2 | 18% |
| Persons with disabilities | – | – | – | – |
| Members of more than one Designated Group | 1 | 10% | 1 | 9% |
| Total number of directors | 10 | 100% | 11 | 100% |
Our People
Anchored in our Saputo Promise, we strive to create an inclusive workplace that reflects the society we live and operate in and strengthens our individual and collective performance.
Our Inclusive Culture stands for inclusion, diversity and engagement, and is an integral part of who we are. We want everyone to feel included and respected for their unique perspectives, make meaningful contributions, and bring their authentic self to work every day. That is why we continue to promote an environment where employees feel supported, listened to, and able to do their personal best. Our objective is to provide access to opportunities and a sense of belonging to all. This creates a better work environment and fosters individual and team growth. Through our policies, we aim to set the guiding principles by which our decisions, actions, and behaviours will support the achievement of an engaging and inclusive work environment.
The inclusion, diversity and engagement activities are embedded in our business and operationalized across our divisions. The leadership and accountability driving our efforts are held by our divisional Presidents, allowing nuances by geography, local laws, culture, and prevalent practices.
Through our initiatives, we aim to mitigate biases across all our processes, with a focus on recruitment to expand our pool of candidates and maintain a workforce representative of the communities in which they operate, on better understanding how our people experience life at Saputo, and on continuously reviewing our policies and procedures to provide opportunities to all employees.
In fiscal 2025, we continued to progress on our initiative seeking to increase women's access to job opportunities at the senior levels (vice president and above). Following an in-depth analysis across all our divisions, we also identified areas of opportunities to increase the representation of women in certain functions and management levels. This will allow us to continue to build a stronger talent pipeline.
> 20%
> of executive officers are members of a Designated Group as at March 31, 2025
The Company has not adopted a written policy relating to the identification and nomination of members of Designated Groups for executive positions or set targets related to the representation of the Designated Groups in executive positions specifically and has rather incorporated consideration of inclusion, diversity and engagement into its practices as described above.
As at March 31, 2025, all serving NEOs speak English fluently, four speak French fluently, and one can speak another language.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
The representation of Designated Groups, based on self-identification questionnaires, among our senior management team is set out below:
| March 31, 2025 | March 31, 2024 | |||
|---|---|---|---|---|
| Number | Percentage | Number | Percentage | |
| Women | 2 | 20% | 2 | 18% |
| Indigenous peoples | – | – | – | – |
| Members of visible minorities | – | – | – | – |
| Persons with disabilities | – | – | – | – |
| Members of more than one Designated Group | – | – | – | – |
| Total number of senior management team members | 10 | 100% | 11 | 100% |
Ethical Business Conduct
We have a Code of Ethics that governs the conduct of our directors, officers, and employees. The Code of Ethics is available at www.saputo.com or on SEDAR+ at www.sedarplus.ca. The CGHR Committee is responsible for the compliance process relating to the Code of Ethics and for the reporting process to the Board with respect thereto. Our CHRO has overall responsibility for the oversight of the Code of Ethics. In addition, pursuant to the process implemented, the CHRO is required to report to the CGHR Committee, on an annual basis, any non-compliance by managers of the Company, except for any non-compliance by executive officers, which is required to be reported promptly to the CGHR Committee.
The Code of Ethics specifies that officers and managers have elevated responsibilities to lead by example and that they are responsible for promoting a culture of compliance and integrity. The Code of Ethics includes provisions on compliance with laws, including anti-bribery and antitrust laws. It also includes a section on conflicts of interest and, more specifically, on gifts and other advantages. The Code of Ethics requires that a statement be completed and signed by all employees, including senior executives, as well as all directors, requiring any potential, apparent, or real conflict of interest involving the employee or director to be reported.
In accordance with applicable law, when a conflict of interest involving a director arises, the director has the obligation to disclose such conflict of interest and abstain from voting on the matter. The CGHR Committee rules on questions concerning conflicts of interest. Also see the section entitled "Directors' Employment and Other Directorships" below.
Any complaint or concern regarding compliance with the Code of Ethics, our policies, procedures, guidelines, and applicable laws can be reported by any employee to his or her supervisor or human resources partner, to the CHRO, or anonymously by using our whistleblower tool. Our whistleblower tool is provided by an independent service provider and accessible online or by phone.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Directors' Employment and Other Directorships
Pursuant to our Directors' Employment and other Directorships Procedure, directors must notify and obtain clearance from senior Management before accepting to serve on another board or to accept any new employment position. Senior Management assesses whether the director would be involved in a real, apparent, or potential conflict of interest, whether the director's ability to discharge their responsibilities as a director is likely to be affected, and whether board interlocks would be created.
The Board believes that serving on another board of directors does not necessarily interfere with a director's independent judgement or duty to act in the best interest of the Company. However, directors are expected to have sufficient time to devote to their duties as Board members of the Company. In this regard, the Board has established guidelines on the maximum number of public directorships that directors may hold:
(i) directors who hold a full-time executive position (other than at the director's own business) should hold at most two public company directorships, excluding any directorships
a) on the board of the corporation or organization at which such director is employed, or
b) on the board of any subsidiaries or affiliated entities of the corporation or organization at which such director is employed; and
(ii) other directors should hold no more than four public company directorships.
Our Directors' Employment and other Directorships Procedure is available at www.saputo.com.
We maintain an up-to-date list of all the directorships and other employment of our directors.
Shareholder Communication and Engagement
The Board understands the importance of constructive communication and engagement with shareholders as part of its oversight and direction of the Company. In order to maintain high standards of shareholders communication practices, the Board maintains a Corporate Disclosure Policy to ensure that communications with the investment community, the media, and the public are timely, consistent, and accurate, and that information is disseminated in compliance with applicable legal and regulatory requirements. The Company and the Board believe that by engaging with a broad range of stakeholders through open dialogue, both formally and informally, the Company gains a better understanding of key topics and matters of importance to our shareholder base. Our Shareholder Communication and Engagement Policy is available at www.saputo.com.
INVESTOR RELATIONS
Our management team engages with our shareholders and other stakeholders on an ongoing basis through a variety of channels, including news releases, continuous disclosure documents, the Company's website, participation in industry and institutional investor conferences, quarterly earnings calls, and direct meetings. Shareholder feedback is gathered through formal meetings, one-on-one or group settings, as well as ongoing informal interactions with our Investor Relations department. Throughout fiscal 2025, we continued to prioritize proactive engagement with investors to ensure their perspectives are understood and considered in the Company's strategic decision-making and governance practices. We discussed the Company's business strategy, financial performance, executive compensation, and ESG matters. Questions and concerns raised by shareholders were addressed as part of these discussions. Management updates the Board regularly on conversations with shareholders and feedback received, helping to inform key decisions and strengthen our approach to long-term value creation. We remain dedicated to open dialogue and welcome ongoing input from our shareholders.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
BOARD ENGAGEMENT WITH SHAREHOLDERS
Members of the Board may also meet with Saputo's shareholders, shareholder organizations, and governance groups. The main intent of these meetings is for the Board to gain a better understanding of key topics and matters of importance to our shareholder base.
The Board encourages shareholder participation at the Company's Meeting as it provides a valuable opportunity to discuss our activities and general business, financial situation, corporate governance, and other important matters. Shareholders may also contact the Board via our Investor Relations department at [email protected]. Requests made to this address are reviewed by the Company's Secretary who determines whether the communication received should be addressed to the Board or should instead be addressed by Management.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Advisory Vote on Executive Compensation ("Say on Pay")
The CGHR Committee and the Board actively and thoughtfully oversee the implementation of our executive compensation policies and practices and are satisfied that the policies and practices in place are aimed at aligning the interests of the senior executive team with those of shareholders, while reflecting competitive global market practices. This compensation approach allows the Company to attract, retain, and motivate high-performing executives who are incented to increase business performance and enhance shareholder value on a sustainable basis. The Board appreciates the importance shareholders place on effective executive compensation policies and practices and is committed to maintaining an ongoing engagement process with our shareholders.
The results of the non-binding advisory vote in respect of the Company's approach to executive compensation at the August 9, 2024, annual meeting of the shareholders of the Company are set out below:
| Voted For | Voted Against |
|---|---|
| 356,580,432 | 7,003,453 |
| 98.07% | 1.93% |
At the Meeting, the Board will present a non-binding advisory vote on our approach to executive compensation as part of our shareholder engagement efforts and shareholders will be asked to approve the following resolution:
“THAT, on an advisory basis and not to diminish the role and responsibilities of the Board, the shareholders accept our approach to executive compensation disclosed in the management information circular delivered in connection with the 2025 annual shareholders’ meeting.”
As this is an advisory vote, the results will not be binding upon the Board. However, the Board and the CGHR Committee will review and analyze the voting results and take into account such results when considering future executive compensation policies and practices. Results of the vote will be disclosed in the report of voting results to be posted on SEDAR+ at www.sedarplus.ca shortly after the Meeting.
Unless instructed to vote against in the accompanying form of proxy, the persons whose names are printed on the enclosed form of proxy intend to vote FOR the advisory non-binding resolution in respect of our approach to executive compensation.
The section that follows sets out an overview of our executive compensation policies and practices.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Executive Compensation
COMPENSATION DISCUSSION AND ANALYSIS
52
- Role and Composition of the CGHR Committee 52
- Executive Compensation Policy Objective 53
- Incentive Compensation Clawback Policy 53
- Decision-Making Process and Compensation Consulting Services 53
- Peer Group 54
- Named Executive Officers 55
- Share Ownership Policy for Executive Officers 56
ELEMENTS OF EXECUTIVE COMPENSATION
57
- Fiscal 2025 Executive Compensation 58
- Base Salary 58
- Annual Incentive (Bonus) 59
- Long-Term Incentive Plans 61
- CGHR Committee Guiding Principles 64
- Group Insurance Benefits 65
- Performance Graph 65
- NEO Realized/Realizable Compensation 66
- NEO Summary Compensation Table 67
- Incentive Plan Awards 68
- Pension Plans 69
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Compensation Discussion and Analysis
ROLE AND COMPOSITION OF THE CGHR COMMITTEE
The CGHR Committee is composed of four independent directors with relevant experience in executive compensation. Each member has either held executive management positions as CEO, President, or a senior executive role with oversight over human resources functions, advised reporting issuers with regards to human resources and compensation matters, and/or has experience as a member of human resources and compensation committees of other public companies. Each member has experience in implementing, managing, or providing advice on compensation policies and practices. As a result, the members of the CGHR Committee have the relevant skills and experience necessary to enable the Committee to make decisions as to the suitability of our compensation policies and practices. See the section entitled "Election of Directors" for the members' biographies.
As part of its functions, the CGHR Committee is responsible for:
(i) reviewing and approving the executive compensation policies and executive compensation;
(ii) determining and approving, as applicable, the performance targets and criteria used in relation to the annual incentive (bonus) and long-term incentive grants under our compensation plans and reviewing any required adjustments;
(iii) assessing the risks associated with our compensation policies and practices; and
(iv) overseeing the elements of the Saputo Promise delegated by the Board, such as the Saputo Code of Ethics and risk management measures related to human resources, health and safety, inclusion, diversity, engagement, talent & well-being, and business ethics.
The CGHR Committee reviewed our compensation policies and practices for fiscal 2025 and considered the associated risks. The Committee has not identified any risks associated with our compensation policies and practices that are reasonably likely to have a material adverse effect on the Company. The main risks and uncertainties Saputo is exposed to are presented in the Management's Discussion and Analysis accompanying our financial statements. None of these risks relate to compensation policies and practices. See section "Risk Management" above. The CGHR Committee implemented various compensation practices and policies to mitigate risks related to compensation practices. Our compensation structure provides for:
- a fixed portion (base salary) which is based on market data and provides a regular, competitive income stream;
- an at-risk portion composed of both an annual incentive (bonus) and long-term incentives (stock options, performance share units ("PSUs"), and restricted share units ("RSUs"));
- an annual incentive (bonus) subject to the achievement of targets set at the beginning of the year and subject to a cap on the amount payable;
- vesting of PSUs and RSUs over three years and, for PSUs, based on objectives set over each three-year cycle;
-
annual equity awards with overlapping vesting to ensure that executives remain exposed to the consequences of their decision making;
-
a four-year vesting period for stock options granted on and after April 1, 2024;
- a share ownership policy which provides that executives must hold a specified value of Common Shares;
- rules of conduct that prohibit insiders, including directors and executive officers, from selling short, or purchasing financial instruments designed to hedge or offset a decrease in the market value of our securities; and
- incentive compensation which is subject to a clawback policy.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
EXECUTIVE COMPENSATION POLICY OBJECTIVE
Our executive compensation policy aims to attract and retain talented individuals and motivate them to create value for all our stakeholders. The compensation policy is designed to be competitive, enhance profitability, and support long-term growth.
The CGHR Committee is responsible for annually reviewing and approving the executive compensation policy and executive compensation program, including determining the compensation elements and the compensation mix to balance the executives' focus on short-term and long-term objectives. Our compensation policies and practices are designed to appropriately reward executive officers for their services, and to encourage them to achieve our short- and long-term strategic objectives. This creates value for all our stakeholders and aligns executive and shareholder interests with an emphasis on performance-based long-term incentives.
See section "Elements of Executive Compensation" below for additional information on the components of executive compensation and the relative weight of fixed and at-risk compensation elements.
INCENTIVE COMPENSATION CLAWBACK POLICY
We have an Incentive Compensation Clawback Policy that applies to all executive officers and certain members of senior management of the Company. A copy of our Incentive Compensation Clawback Policy is available at www.saputo.com. Under this policy, the Board may, after considering the CGHR Committee's recommendation, in its entire discretion and to the extent that it is in the best interest of the Company, require the reimbursement of overcompensated amounts of annual and long-term incentive compensation awarded, granted, or paid to any such individuals who were engaged in gross negligence, intentional misconduct, or fraud, whether or not the misconduct contributed to an accounting restatement of the financial statements of the Company. For compensation grants made prior to April 1, 2021, the Incentive Compensation Clawback Policy permits the recoupment of incentive compensation paid in the event of a misconduct, provided the misconduct led to a restatement of the Company's financial statements. Recoupment under the Incentive Compensation Clawback Policy is not contingent on whether the employment of the individual was terminated with or without cause.
DECISION-MAKING PROCESS AND COMPENSATION CONSULTING SERVICES
Since fiscal 2024, the CGHR Committee retained Meridian Compensation Partners ("Meridian") as its independent compensation consultant to provide advice relating to the competitiveness and appropriateness of the compensation programs of our executives and directors.
The services provided by Meridian include advice on:
- compensation policies and compensation elements for directors; and
- compensation policies and practices, including base salaries, short- and long-term incentive programs, pension plans, share ownership requirements and executive compensation governance.
In providing such advice, Meridian also assists the CGHR Committee in the selection of the peer groups, provides information on the benchmarking of executive and director compensation with the peer groups, and provides observations and recommendations with respect to the composition and design of the compensation elements.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
In fiscal 2025, Meridian did not provide any services to the Company, or to any of our directors or members of Management, other than compensation services provided for the Company's directors or executive officers.
Every mandate granted by the Company to an independent compensation consultant must be approved by the CGHR Committee. For fiscal 2025, the CGHR Committee conducted a review of the Company's executive compensation with the CHRO. In its review, the CGHR Committee examined the compensation of executive officers with similar responsibilities in the Peer Group (as defined below). The CGHR Committee also considered the recommendations made by Meridian for executive compensation, which are based on the executive officers' responsibilities. Following discussions with the CHRO, the CGHR Committee approved the executive compensation packages for fiscal 2025 and provided a report to the Board.
In connection with executive compensation, the CGHR Committee benefits from the involvement of the Executive Chair, the President and CEO, the CHRO, the CFO and Secretary, and other executive officers involved in the preparation of the Company's budgets on which financial performance targets are based. The CFO and Secretary also oversees the financial, accounting, legal, and regulatory aspects of the Stock Option Plan, the Performance Share Unit Plan (the "PSU Plan"), and the Restricted Share Unit Plan (the "RSU Plan"). The CHRO oversees the administration of the Stock Option Plan, the PSU Plan, and the RSU Plan. Any proposed modifications to the annual incentive (bonus) plan, the Stock Option Plan, the PSU Plan, and the RSU Plan are also discussed with the President and CEO, and then with the CGHR Committee. Amendments to the Stock Option Plan are submitted for approval to the CGHR Committee or the Board, as applicable, and, when required, to the shareholders. Amendments to the PSU Plan and the RSU Plan are submitted to the CGHR Committee for approval.
The table below sets forth the fees incurred by the CGHR Committee and the Company for the services provided by Meridian and PCI, our former independent compensation consultant, in the two most recently completed fiscal years.
| Fiscal 2025 | Fiscal 2024 | |||
|---|---|---|---|---|
| Executive and Director Compensation-Related Fees | All Other Fees | Executive and Director Compensation-Related Fees | All Other Fees | |
| Meridian | $271,541 | – | $331,130 | – |
| PCI | – | – | $11,773 | – |
PEER GROUP
The CGHR Committee used the peer group described below to establish the Company's executive compensation for fiscal 2025 (the "Peer Group").
During fiscal 2024, the CGHR Committee retained Meridian to review the Peer Group. Following this review, the Peer Group was streamlined and simplified from 35 companies to a more market-aligned group of 22 companies, focusing on North American competitors that share the Company's pay philosophy of pay-at-risk and performance alignment through incentive-based compensation, particularly long-term incentives. The new Peer Group adheres to best practices in relative size comparisons, primarily including organizations within approximately $\frac{1}{2}$ to 2 times the Company's revenue scope, aiming to position the Company's revenue within a reasonable range of the peer group median. The CGHR Committee also considered market capitalization and percentage of revenue outside of Canada and the USA in its review.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
The Peer Group for fiscal 2025 is detailed below:
| Company name | Country or region of listing |
|---|---|
| Alimentation Couche-Tard Inc. | Canada (n = 7) |
| Empire Company Ltd | 32% of Peer Group |
| George Weston Limited | |
| Maple Leaf Foods Inc. | |
| Metro Inc. | |
| Nutrien Ltd. | |
| Premium Brands Holdings Corp* | |
| Danone S.A. | International (Europe) (n = 2) |
| Emmi AG | 9% of Peer Group |
*New addition to Peer Group.
| Company name | Country or region of listing |
|---|---|
| Campbell Soup Company | United States (n = 13) |
| Conagra Brands, Inc. | 59% of Peer Group |
| Flowers Foods, Inc.* | |
| General Mills Inc. | |
| Hormel Foods Corporation | |
| Kellanova (f.k.a. Kellogg Company) | |
| Kraft Heinz Co. | |
| Lamb Weston Holdings | |
| McCormick & Company | |
| Post Holdings, Inc. | |
| The Hershey Company | |
| The J.M. Smucker Company | |
| United Natural Foods Inc. |
NAMED EXECUTIVE OFFICERS
The chart below identifies the named executive officers ("NEOs") for fiscal 2025.
| Name | Position |
|---|---|
| Lino A. Saputo | Executive Chair (1) |
| Carl Colizza | President and CEO (2) |
| Maxime Therrien | CFO and Secretary |
| Leanne Cutts | Chief Commercial Officer, Saputo Inc. (3) |
| Frank Guido | Chief Operating Officer, Saputo Inc. (4) |
| Gaétane Wagner | CHRO |
(1) Mr. Saputo's position was President, CEO and Chair of the Board until his appointment as Executive Chair of the Board on August 9, 2024.
(2) Mr. Colizza's position was President and COO (North America) until his appointment as President and CEO on August 9, 2024.
(3) Ms. Cutts' position was President and COO (International and Europe) until her appointment as Chief Commercial Officer, Saputo Inc. effective September 9, 2024.
(4) Mr. Guido's position was President and COO, Dairy Division (USA) until his appointment as Chief Operating Officer, Saputo Inc. on September 9, 2024. Mr. Guido stepped down from his position as Chief Operating Officer, Saputo Inc. on December 23, 2024.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
SHARE OWNERSHIP POLICY FOR EXECUTIVE OFFICERS
Pursuant to the Share Ownership Policy for Executive Officers, which was revised by the CGHR Committee in fiscal 2025, the executive officers of the Company shall own a number of shares having a total market value of at least:
- six times annual base salary for the President and CEO;
- three times annual base salary for the CFO;
- two times annual base salary for other executive officers.
Under the policy, the value of vested and unvested RSUs is included for the purpose of assessing share ownership levels of our executive officers. However, the value of stock options and PSUs is not included.
The minimum holding must be met within five years from the date of appointment (the "Grace Period"). In the event of an increase to the applicable multiple of salary, a new five-year Grace Period applies to acquire the additional shares required, commencing on the effective date of the change. It is expected that executives will make continuous progress towards achieving their minimum holding. Until their minimum holding is met, executive officers must (i) hold at least 50% of the net shares obtained upon the exercise of a stock option; and (ii) use 50% of the net after tax value of any LTI grant settled in cash to acquire Saputo shares.
For the Chief Executive Officer only, in the event of retirement, the executive officer must continue to hold the minimum holding for one year from the date of retirement. Where advisable, the CGHR Committee has discretion to waive this post-employment minimum holding requirement.
The following table sets out the attainment by each NEO of the share ownership requirements as at March 31, 2025.
| Name (1) | Multiple of Annual Base Salary Required | Minimum Required (2) ($) | Total Market Value of Common Shares and RSUs (3) ($) | Meets the Company's Share Ownership Requirements for Executives |
|---|---|---|---|---|
| Carl Colizza | 6 times | 6,000,000 | 3,077,952 | Within Grace Period |
| Maxime Therrien | 3 times | 2,442,000 | 2,467,506 | Yes |
| Leanne Cutts | 2 times | 1,490,914 | 1,337,940 | Within Grace Period |
| Frank Guido (4) | N/A | N/A | N/A | N/A |
| Gaétane Wagner | 2 times | 1,612,000 | 2,064,317 | Yes |
(1) Mr. Saputo transitioned from his position as President and CEO to his current position as Executive Chair on August 9, 2024. Until that date, Mr. Saputo remained in compliance with the Company's share ownership policy for Executives. He is subject to the Company's share ownership policy for directors. See "Share Ownership Policy for Directors" above.
(2) This value corresponds to the annual base salary of each executive officer for fiscal 2025 multiplied by the multiple provided under the policy. At the end fiscal 2025, all NEOs are remunerated in USA dollars, except Ms. Cutts who is remunerated in Australian dollars. For the purposes of ensuring compliance with the minimum share ownership requirement, the absolute value of their salary is used, without regard for the exchange to Canadian dollars.
(3) This value corresponds to the total number of Common Shares and RSUs held by each executive officer multiplied by the closing price of the Common Shares on the TSX on March 31, 2025 ($24.83), the last trading day of fiscal 2025.
(4) Mr. Guido stepped down from his position as Chief Operating Officer, Saputo Inc. on December 23, 2024.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Elements of Executive Compensation
For fiscal 2025, the compensation for the executive officers of the Company, including the NEOs, consisted of the following:
| Base Salary | Annual Incentive | Long-term Incentive Plans | Pension Benefits |
|---|---|---|---|
The following table presents the key components of our executive officers' compensation for fiscal 2025:
| Element | Purpose | Risk mitigating features | Link to business and talent strategies |
|---|---|---|---|
| Base Salary | • reflect salaries offered for positions involving similar responsibilities and complexity, internal equity comparisons, as well as the individual's experience | • based on market data prepared by an independent compensation consultant, derived from companies with similarities in size and complexity | |
| • market data is reviewed annually | • attract and retain talented individuals who can ensure current and long-term success | ||
| Annual Incentive (bonus) | • encourage the achievement of financial performance targets and reward individuals based on our success | • solely based on our financial performance or, if applicable, on a combination of the financial performance of the Company and of the relevant division | |
| • financial performance targets set by the CGHR Committee | |||
| • adjustments, if any, are reviewed by the CGHR Committee | |||
| • capped payouts | |||
| • no guarantee of minimum payout | |||
| • clawback policy | • direct correlation between our financial performance and the bonus earned | ||
| • focus the leadership team on achieving challenging performance goals that are based on the annual budget | |||
| • focus on profitability of the Company | |||
| Stock Option Plan | • attract and retain high-quality individuals | ||
| • align compensation with shareholder value creation (i.e., share price) | • stock options granted before April 1, 2024, vest over five years, whereas stock options granted on or after this date vest over four years | ||
| • once granted, stock options have a ten-year term to exercise | |||
| • value of the grant is set based on the position responsibilities and market data | • attract and retain highly qualified leaders motivated to sustain growth | ||
| • encourage the leadership team to create sustainable long-term value | |||
| • align executive compensation with shareholders' interests | |||
| Performance Share Units | • attract and retain high-quality individuals | ||
| • promote long-term profitability and align compensation with share price | |||
| • promote the achievement of Company's sustainability goals | • vest only if performance objectives set by the CGHR Committee are met | ||
| • value of the grant is set based on the position responsibilities and market data | |||
| • non-dilutive | |||
| • clawback policy | • attract and retain highly qualified leaders | ||
| • focus the leadership team on achieving challenging performance goals that are based on the annual budget and stated long-term strategy | |||
| • payout based on share price and Company performance | |||
| • align executive compensation with shareholders and other stakeholders interests | |||
| Restricted Share Units | • attract and retain high-quality individuals | ||
| • align compensation with share price | • vest over three years | ||
| • value of the grant is set based on the position responsibilities and market data | |||
| • non-dilutive | • attract and retain highly qualified leaders | ||
| • payout based on share price | |||
| • align executive compensation with shareholders' interests | |||
| Pension Benefits | • attract and retain high-quality individuals | ||
| • allow pension benefits based on pay, age, and service | • balance risks of performance-based elements of compensation | ||
| • maximum payable | • attract and retain highly qualified leaders |
Executives also benefit from our group insurance plans generally available to all employees. None of the NEOs have a written employment contract with the Company.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
FISCAL 2025 EXECUTIVE COMPENSATION
The target total direct compensation of the NEOs consists of:
- Base salary;
- Annual incentive (bonus); and
- Long-term incentive grants:
- Stock options;
- PSUs; and
- RSUs.
Consistent with the Company's executive compensation policy objective to attract and retain competent individuals and motivate them to optimize value for all stakeholders, the CGHR Committee aims to set total direct executive compensation to:
- target a competitive range of market median of the Peer Group based on specific characteristics of the position; and
- provide an adequate balance between fixed and at-risk components, with an emphasis on performance-linked elements.
(1) Based on fiscal 2025 weighted average compensation.
(2) Based on the grant date fair value of stock option-based awards.
(3) Based on the grant date fair value of the Common Shares underlying PSU or RSU awards.
Mr. Saputo, did not as President and CEO receive any long-term incentives as his interest in the principal shareholder of the Company ensures that he has a material interest in the long-term performance of Saputo and the creation of long-term value for shareholders. As such, Mr. Saputo's compensation was determined separately from the other executives' compensation.
BASE SALARY
On April 1, 2024, the base salaries of NEOs other than Mr. Saputo were increased to reflect market salary adjustments and to recognize the NEOs' respective experience in their current position, their tenure within the Company, the evolution of their skills, and their individual performance. In fiscal 2025, in light of the CEO transition and the leadership reorganization, the CGHR Committee mandated Meridian to benchmark the compensation components and propose compensation for the new CEO, as well
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
as the Executive Chair of the Board. Additionally, the compensation of Ms. Cutts and Mr. Guido were benchmarked to remain competitive in connection with their respective appointment as Chief Commercial Officer, Saputo Inc. and Chief Operations Officer, Saputo Inc. Based on the benchmarking, Mr. Colizza's and Mr. Guido's base salaries were increased by 8% and 3%, respectively, on the date of their appointment, while the base salaries of Ms. Cutts and Mr. Saputo remained unchanged.
For NEOs, individual performance is measured based on the achievement of objectives determined annually by the President and CEO and, with respect to the President and CEO, by the CGHR Committee. See "Position Descriptions" above for a description of the annual review process of the President and CEO's performance.
ANNUAL INCENTIVE (BONUS)
Compensation under our annual incentive plan is based on achievement of specific levels of "Adjusted EBITDA" as set forth in our Management's Discussion and Analysis ("MD&A") and, with respect to Saputo's reportable segments, in the notes to the consolidated financial statements, for the fiscal year ended March 31, 2025, compared to the Adjusted EBITDA set out in our annual budget presented to, and approved by, our Board at the beginning of each fiscal year ("Budgeted EBITDA").
We believe that Adjusted EBITDA is a key metric of the Company's operational and financial performance and the CGHR Committee believes that it:
- is aligned with the overall compensation objectives and philosophy of the Company;
- is simple for participants to understand;
- directly reflects our financial and operating performance in a given period; and
- is an effective measure to assess performance against our peer group.
Adjusted EBITDA is a total of segments measure, and it does not have any standardized meaning under International Financial Reporting Standards (IFRS). Therefore, it is not likely to be comparable to similar measures presented by other issuers. For an explanation of how Adjusted EBITDA provides useful information to investors and the additional purposes for which Management uses it, as well as a reconciliation to the most directly comparable GAAP measure, see the section entitled "Non-GAAP measures" of our MD&A for the fiscal year ended March 31, 2025, which is incorporated by reference herein. Adjusted EBITDA is calculated in a consistent manner from period to period.
The CGHR Committee annually examines adjustments made to net earnings to determine Adjusted EBITDA, assessing whether such adjustments are appropriate for compensation purposes. The CGHR Committee concluded that for fiscal 2025 these adjustments were appropriate for compensation purposes. Any further adjustments from the Company's reported Adjusted EBITDA figure for compensation purposes are governed by the pre-established guiding principles discussed under the section "CGHR Committee Guiding Principles" below. For fiscal 2025, no adjustments were made from the Company's reported figure outside of these guiding principles, as described below.
Under the annual incentive (bonus) plan for fiscal 2025, bonus payments are made proportionately to the level achieved above 80% of Budgeted EBITDA until the maximum of 110% of Budgeted EBITDA, as set forth below:
| Level of Achievement (% of the Budgeted EBITDA) | Payout (as % of the target bonus) |
|---|---|
| Below 80% | 0% |
| 80% | 50%^{(1)} |
| 100% | 100%^{(1)} |
| 110% and above | 200%^{(1)} |
(1) Indicative average as payout depends on the NEO's position.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
For fiscal 2025, the payout levels and performance criteria were broadened to reflect the increased uncertainty related to external factors impacting the Company's business and the threshold payout was reduced to 50%, to better align with market. Bonuses are paid quarterly by the Company in cash, based on the annual and interim financial disclosures of the Company approved by the Board. In connection with its responsibilities as the Company's compensation committee, the CGHR Committee has the discretion to award compensation in the absence of achievement of the established performance goals, as well as to reduce or increase the size of any payout as it deems appropriate depending upon the circumstances. No such discretion was exercised for fiscal 2025 with respect to NEOs. The CGHR Committee's exercise of discretion is distinct from the guiding principles discussed below, which are intended to operate mechanically in accordance with the stated principles on a consistent and symmetrical basis.
Annual incentive (bonus) for fiscal 2025
The table below sets forth, for each NEO, the payout percentages established for their annual bonuses in fiscal 2025, the level of achievement reached by the Company or the relevant division with respect to the financial performance objectives established following applicable adjustments (see section entitled "CGHR Committee Guiding Principles"), as well as the bonus earned.
| Name(1) | Financial Performance Target and Objective | Fiscal 2025 | ||||
|---|---|---|---|---|---|---|
| Payout percentage (% of base salary) | (Budgeted EBITDA) | |||||
| Achievement of 80% of the Budgeted EBITDA | Achievement of 100% of the Budgeted EBITDA | Achievement of 110% or more of the Budgeted EBITDA | Level of Achievement | Bonus Earned % of Base Salary | ||
| Lino A. Saputo | ||||||
| From August 9, 2024 | 75% | 150% | 300% | Consolidated (100%) | 92.3% | 130.8% |
| Lino A. Saputo | ||||||
| Prior to August 9, 2024 | 150% | 200% | 300% | Consolidated (100%) | 92.3% | 174.4% |
| Carl Colizza | ||||||
| From August 9, 2024 | 75% | 150% | 300% | Consolidated (100%) | 92.3% | 130.8% |
| Carl Colizza | ||||||
| Prior to August 9, 2024 | 45% | 90% | 180% | Dairy Division (Canada) (37.5%) | ||
| Dairy Division (USA) (37.5%) | ||||||
| Consolidated (25%) | 106.4% | |||||
| 92.6% | ||||||
| 92.3% | 92.8% | |||||
| Maxime Therrien | 45% | 90% | 180% | Consolidated (100%) | 92.3% | 79.7% |
| Leanne Cutts | ||||||
| From September 9, 2024 | 45% | 90% | 180% | Consolidated (100%) | 92.3% | 79.7% |
| Leanne Cutts | ||||||
| Prior to September 9, 2024 | 45% | 90% | 180% | International and Europe (75%) | ||
| Consolidated (25%) | 69.2% | |||||
| 92.3% | 19.9% | |||||
| Frank Guido | ||||||
| From September 9, 2024 | 45% | 90% | 180% | Consolidated (100%) | 92.3% | 79.7% |
| Frank Guido | ||||||
| Prior to September 9, 2024 | 37.5% | 75% | 150% | Dairy Division (USA) (75%) | ||
| Consolidated (25%) | 92.6% | |||||
| 92.3% | 65.0% | |||||
| Gaétane Wagner | 45% | 90% | 180% | Consolidated (100%) | 92.3% | 79.7% |
(1) Mr. Saputo, Mr. Colizza, Ms. Cutts, and Mr. Guido were appointed to new leadership roles during the course of the fiscal year. See the "Named Executive Officers" section above. In connection with their respective appointment, the annual incentive component was reviewed following a benchmark of their total compensation.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
LONG-TERM INCENTIVE PLANS
For fiscal 2025, our long-term incentives are comprised of stock options, PSUs, and RSUs. Grants are determined by the Board, upon recommendation from the CGHR Committee, and are expressed as a percentage of a participant's base salary. Grant guidelines are established by the Board, upon recommendation from the CGHR Committee, as part of its annual review of our compensation policy based on the competitiveness of total compensation and compensation practices within the Peer Group, market trends, as well as our pay-for-performance philosophy, as described in the table above. The Board, upon recommendation from the CGHR Committee, does not take into consideration the number of stock options, PSUs or RSUs already held by the participant in determining the award. Refer to the section entitled “Decision-Making Process and Compensation Consulting Services” for a discussion on the involvement of executive officers in the decision-making process of long-term incentive grants.
Stock Option Plan
Stock option grants are a key component of the compensation mix and serve to align executive compensation with shareholders' interests and encourage our leadership team to create sustainable long-term value. Stock options are granted to executive officers and other key executives pursuant to our stock option plan (the “Stock Option Plan”) and the guidelines established by the Board, upon recommendation from the CGHR Committee, as part of its annual review of the compensation policy. Grant guidelines take into consideration the competitiveness of total compensation and compensation practices within the Peer Group, market trends, as well as our pay-for-performance philosophy. Refer to the section entitled “Decision-Making Process and Compensation Consulting Services” for a discussion on the involvement of executive officers in decisions relating to the Stock Option Plan.
Annual stock option grant values are expressed as a percentage of a participant's base salary. On April 1, 2024, the CGHR Committee granted stock options to plan participants based on the guidelines established by the CGHR Committee.
PSU Plan and RSU Plan
Both the PSU Plan and RSU Plan are non-dilutive and settled in cash only. PSUs and RSUs are an additional component of the compensation mix which, together with stock options, serve to align executive compensation with shareholders' interests.
Vesting of PSUs
Under the PSU Plan, each performance cycle consists of three financial years of the Company (a “Performance Cycle”). The Board, upon recommendation from the CGHR Committee, determines the applicable performance vesting criteria (the “PSU Vesting Criteria”) for each grant of PSUs. The PSU Vesting Criteria may include (i) performance criteria for each financial year (each, an “Annual Cycle”) of the Performance Cycle), and (ii) performance criteria for the full Performance Cycle (the “Cycle Objectives”). Following completion of a Performance Cycle, the portion of PSUs for which the PSU Vesting Criteria have been achieved vest and are paid out to the participants.
The Annual Objectives and Cycle Objectives for each grant of PSUs are reviewed and approved by the CGHR Committee. In determining these objectives, the CGHR Committee reviews the Company's performance goals and ensures that:
- financial performance objectives are aligned with the Company's annual budget and long-term goals, and;
- ESG performance objectives are aligned with the Company's ESG targets under the Saputo Promise.
The CGHR Committee seeks to set objectives at a high, yet attainable level, in order to foster the highest level of performance while maintaining realistic and achievable goals in order to avoid undue risk-taking.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
The PSU Vesting Criteria of the PSUs granted to NEOs on April 1, 2024, are as follows:
| Objective | Metric | Weighting | Measurement period | Why this metric is important |
|---|---|---|---|---|
| Financial performance | Adjusted EPS diluted | 50% | Measured both: | |
| • annually over each Annual Cycle (1/5 for each Annual Cycle); and | ||||
| • cumulatively over the three-year Performance Cycle (2/5) | Directly reflects our financial and operating performance in a given period, and is an effective measure to assess performance against our peer group | |||
| Cashflow from operations | 20% | Measured as a cumulative figure over the three-year Performance Cycle | Provides a clear picture of the company's ability to generate cash from its core business activities in order to fund its capital allocation priorities, including capital expenditures, dividends, debt reduction, share repurchases, strategic acquisitions, and our Saputo Promise | |
| ESG performance | CO_{2} intensity reduction targets | 15% | Measured at the end of the third year of the Performance Cycle | Aligned with Saputo's pledge to accelerate our global climate and global water performance (1) |
| Water intensity reduction targets | 15% |
(1) For a description of our global climate and water targets, please refer to our Saputo Promise Report, published on June 5, 2025, and available for information purposes only on the Company's website at www.saputo.com.
The performance and payout levels for financial performance objectives for the Performance Cycle of the PSUs granted to NEOs on April 1, 2024, are as follows:
| Level | Performance (% of Target) | Payout (% of Target) |
|---|---|---|
| Maximum | 133% | 200% |
| Target | 100% | 100% |
| Threshold | 67% | 50% |
"Adjusted EPS diluted" is defined in our MD&A and is a key metric of the Company's operational and financial performance. The CGHR Committee believes that Adjusted EPS diluted:
- is aligned with the overall compensation objectives and philosophy of the Company;
- is simple for participants to understand;
- directly reflects our financial and operating performance in a given period; and
- is an effective measure to assess performance against our peer group.
Adjusted EPS diluted is a non-GAAP ratio and has Adjusted net earnings, a non-GAAP financial measure, as one of its components. Adjusted EPS diluted and Adjusted net earnings do not have any standardized meaning under GAAP and are not likely to be comparable to similar measures presented by other issuers. For an explanation of how these measures provide useful information to investors and the additional purposes for which Management uses these measures, as well as a reconciliation to the most directly comparable GAAP measure, see the section entitled "Non-GAAP measures" of our MD&A for the fiscal year ended March 31, 2025, which is incorporated by reference herein. Adjusted EPS diluted, as defined in our MD&A, is calculated in a consistent manner from period to period.
The CGHR Committee annually examines the adjustments made to net earnings to determine Adjusted EPS diluted, assessing whether such adjustments are appropriate for compensation purposes. The CGHR Committee concluded that for fiscal 2025 these adjustments were appropriate for compensation purposes. Any further adjustments from the Company's reported Adjusted EPS diluted figure for compensation purposes are governed by the pre-established guiding principles discussed under the section "CGHR Committee Guiding Principles" below. For fiscal 2025, no adjustments were made from the Company's reported figure outside of these guiding principles, as described below.
The Board and the CGHR Committee also believe that the inclusion of ESG-related targets in the Company's long-term incentive plans further incentivizes Management in achieving our sustainability goals.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
63
Vesting of RSUs
Under the RSU Plan, each restriction period consists of three financial years of the Company (a “Restriction Period”). At the time of grant, the CGHR Committee determines the vesting criteria (the “RSU Vesting Criteria”) which must be met by the participants. The RSU Vesting Criteria for the currently outstanding RSUs relate to continuing employment through all or part of the Restriction Period. At the end of the Restriction Period, the RSUs for which the RSU Vesting Criteria have been achieved vest and are paid out to the participants.
Other Features of the PSU Plan and the RSU Plan
Under the PSU Plan and the RSU Plan, the CGHR Committee has discretion to waive the achievement of the Vesting Criteria.
The amount paid out at the end of a Performance Cycle or a Restriction Period is equal to the volume weighted average trading price of the Common Shares during the five trading days preceding the calculation date, multiplied by the number of PSUs or RSUs, as the case may be, for which the applicable Vesting Criteria have been achieved. Participants are entitled to receive a payment in cash only. For PSUs, we calculate the amount payable to participants after the release of our annual financial results following the end of each Performance Cycle. The payment of the RSUs vested to a participant is made after the end of the applicable Restricted Period in accordance with the RSU Plan.
Each of the PSU Plan and the RSU Plan specify the treatment of PSUs and RSUs in various cessation of employment scenarios, in all cases, subject to the discretion of the CGHR Committee.
The PSU Plan and the RSU Plan further provide that in the event of a change of control, the Board has discretion with respect to the treatment of PSUs and RSUs which is similar to that conferred under the Stock Option Plan and is described in the “Securities Authorized For Issuance Under Stock Option Plan” section below. A change of control pursuant to the PSU Plan and the RSU Plan is defined in the same manner as in the Stock Option Plan. See “Securities Authorized For Issuance Under Stock Option Plan”.
Long-Term Incentive Component for Fiscal 2025
For fiscal 2025, the target long-term incentive component of the NEOs’ compensation package was composed of:
(1) Based on the weighted average for all NEOs, except for Mr. Saputo who does not receive any long-term incentives.
In determining the compensation mix, the CGHR Committee considered competitive equity-based compensation trends and practices.
On April 1, 2024, the Board, upon recommendation from the CGHR Committee, granted stock options, PSUs, and RSUs to all NEOs (other than to Mr. Saputo), pursuant to the Stock Option Plan, the PSU Plan, and the RSU Plan. Mr. Saputo does not receive any long-term incentives as his interest in the principal shareholder ensures that he has a material interest in the long-term performance of Saputo and the creation of long-term value for shareholders. On August 17, 2024, the Board, upon recommendation from the CGHR Committee, made a top-up grant of stock options, PSUs, and RSUs to Mr. Colizza, in order to reflect the benchmarking of his total direct compensation in connection with his appointment as President and CEO. This grant value was calculated using the grant fair value of each award granted. See the NEO Summary Compensation Table and the section on the Stock Option Plan Information below.
Stock options granted on April 1, 2024, vest at a rate of 25% per year, on each of the first four anniversaries of the date of grant. The Performance Cycle of the PSUs and the Restriction Period for the RSUs granted on April 1, 2024, will end on March 31, 2027.
Payout of Previously-Granted PSUs
The PSUs granted on April 1, 2021, to NEOs and other management-level participants vested in fiscal 2025. Their vesting was contingent on the achievement of Adjusted EPS diluted objectives for the three-year Performance Cycle ended March 31, 2024. At the time of grant, these objectives were forward-looking as they related to the three-year period ending March 31, 2024. These objectives and actual results are set out in the chart below.
| Cycle ended | Objective | Result | % of PSUs vesting |
|---|---|---|---|
| Annual Cycle ended March 31, 2022 | Adjusted EPS diluted growth rate of ≥ 6% | Adjusted EPS diluted growth under threshold | – |
| Annual Cycle ended March 31, 2023 | Adjusted EPS diluted growth rate of ≥ 6% | Adjusted EPS diluted growth of 54% | 33.33% |
| Annual Cycle ended March 31, 2024 | Adjusted EPS diluted growth rate of ≥ 6% | Adjusted EPS diluted under threshold | – |
| Three-year Performance Cycle ended March 31, 2024 | Adjusted EPS diluted CAGR of ≥ 9% | Adjusted EPS diluted CAGR under threshold | – |
| Aggregate Outcome | – | – | 33.33% |
“CAGR” means cumulative average growth rate.
The value vested during the year for each NEO is included in the table “Incentive Plan Awards – Value Vested or Earned During the Year” under the column “Share Based Awards – Value Vested During the Year”.
CGHR COMMITTEE GUIDING PRINCIPLES
The CGHR Committee has approved a set of guiding principles governing the application of adjustments for events or market factors, with a view to ensure consistency and fairness in its compensation practices by excluding factors not indicative of core business performance for purposes of incentive compensation.
Guiding principles to adjust performance metric for the purpose of incentive compensation
- Adjustments are only considered for events or market factors:
- that occurred after setting (i.e., were not reflected in) the annual budget; and
- which are outside the scope of Management’s control, provided that Management is expected to mitigate the impact of these events and market factors on the business.
- Adjustments are meant to prevent Management from undertaking discretionary transactions to improve performance or defer decisions that would otherwise negatively impact incentive plan results.
- Adjustments are symmetrical, reflecting both increases and decreases in performance metric.
- Management is not relieved from the consequences of their decision making.
- Management is expected to manage unexpected events and market factors to minimize the negative effect.
- Adjustments are only made where they have a material effect on incentive payouts.
At year-end, the CGHR Committee reviews any proposed adjustment to assess whether such adjustments are appropriate for the purposes of the annual incentive (bonus) plan or the vesting of PSUs under the PSU Plan and makes recommendations to the Board.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
For fiscal 2025, the CGHR Committee considered the impact of market factors not reflected in the annual budget and which were outside the scope of Management's control. As actual market factors materially differed from the assumptions used for the Company's annual budget, the CGHR Committee applied the guiding principles above and adjusted Budgeted EBITDA as well as the Adjusted EPS diluted target at the end of the year to neutralize the impact of the following factors for compensation purposes:
- USA market factors (as defined in our MD&A for the fiscal year ended March 31, 2025);
- commodity prices (Dairy Division (International));
- ingredients markets (Dairy Division (Europe)); and
- foreign exchange.
The foreign exchange and commodity prices adjustments increased Budgeted EBITDA and Adjusted EPS diluted target while the USA market factors and ingredients markets adjustments decreased Budgeted EBITDA and Adjusted EPS diluted target. The adjustments were solely made to the Budgeted EBITDA and Adjusted EPS diluted target for compensation purposes and do not affect Adjusted EBITDA or Adjusted EPS diluted target as reported by the Company.
See section entitled "Annual Incentive (bonus) for fiscal 2025" for the payout percentages, level of achievement reached, and bonus earned relative to each NEO.
GROUP INSURANCE BENEFITS
Our intention is to protect our employees and their families against adverse effects resulting from health-related complications. Consequently, as part of their total compensation, the NEOs participate in our group health, medical, accidental death and dismemberment, short-term and long-term disability, and life insurance plans generally available to all of our employees.
PERFORMANCE GRAPH
The following graph compares the yearly total shareholder return ("TSR") on a $100 investment in Common Shares during the last five fiscal years, assuming reinvestment of dividends, with the cumulative return on the S&P/TSX Composite Total Return Index.
TSR on a $100 investment
March 31, 2020, to March 31, 2025
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
There is no direct relationship between the NEOs' summary compensation table reported over the last five fiscal years and the evolution of the price of Common Shares over that period. Various trends and causes, many of which are unrelated to the financial and operational success of the Company and beyond the NEOs' control, have had an impact on the share price of our Common Shares, including economic uncertainty and industry trends, macroeconomic conditions, inflation, rising interest rates, fluctuations in currency exchange rates, geopolitical changes, commodity market conditions, and labour shortages. Although the evolution of the price of our Common Shares directly influences the compensation that will eventually be realized by NEOs pursuant to long-term incentive awards, the fluctuations in our Common Shares' price are not considered in determining the compensation of the NEOs as reported in the Summary Compensation Table.
NEO REALIZED/REALIZABLE COMPENSATION
The following graph compares the total direct compensation awarded to our NEOs over the past five years, as reflected in the NEO Summary Compensation Table, as well as the NEOs realized and realizable compensation as of March 31, 2025.
NEOs' SCT Compensation as of March 31, 2025 $^{(1)}$
NEOs' realized & realizable compensation as of March 31, 2025 $^{(2)}$
| 2021 (5 years) | 2022 (4 years) | 2023 (3 years) | 2024 (2 year) | 2025 (1 year) | |
|---|---|---|---|---|---|
| NEOs' compensation as reflected in the Summary Compensation Table (in millions of $) (1) | 19.24 | 15.78 | 22.12 | 23.51 | 31.06 |
| NEOs' realized & realizable compensation as of March 31, 2025 (in millions of $) (2) | 14.90 | 8.01 | 19.55 | 17.56 | 23.12 |
| NEOs' total direct compensation as a % of earnings before income taxes (3) | 2.2% | 3.9% | 2.9% | 5.8% | —(4) |
(1) Represents the sum of the base salary, the annual incentive (bonus) and long-term incentives awarded during the fiscal year as shown in the NEO's Summary Compensation Table. The value of long-term incentive awards included in the NEOs' total direct compensation for a fiscal year represents the grant date value of options-based awards and of the Common Shares underlying the PSU and RSU awards. This value may never be fully realized. For purposes of calculating the fair value of the PSU and RSU awards on the grant date, a 100% payout was assumed.
(2) Represents the total of the sum of base salary, annual incentive paid, and, with respect to all NEOs other than Mr. Saputo, the payout value of vested PSUs and RSUs granted during the reference year, the gain made on stock options exercised that were awarded during the reference year, the current value of unvested PSUs and RSUs (assuming a 100% payout) and the in-the-money value of vested and unvested stock options awarded for the reference year that are still outstanding at the end of the period.
(3) For additional information about earnings before income taxes, please refer to the Consolidated Financial Statements of the Company and the notes thereto as at and for the relevant period.
(4) In fiscal 2025, the Company incurred a loss before income taxes of $19 million, mainly due to the negative impact of the non-cash goodwill and intangible assets impairment charge of $674 million after tax. Please refer to the Company's Management Discussion and Analysis for the relevant period.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
NEO SUMMARY COMPENSATION TABLE
The following table provides a summary of compensation earned by the NEOs during the three most recently completed fiscal years. Certain aspects of this compensation are dealt with in greater detail in the following tables.
| Name and Principal Position(4) | Fiscal Year | Salary (5) | Share-Based Awards(1) ($) | Option-Based Awards(2) ($) | Non-Equity Incentive Plan Compensation ($) | Pension Value(4) ($) | All Other Compensation(5) ($) | Total Compensation ($) | |
|---|---|---|---|---|---|---|---|---|---|
| Annual Incentive Plans(3) | Long-Term Incentive Plans | ||||||||
| Lino A. Saputo(10)Executive Chair | 2025 | 1,808,690 | – | – | 2,646,634 | – | – | – | 4,455,324 |
| 2024 | 1,753,310 | – | – | 2,917,508 | – | – | – | 4,670,818 | |
| 2023 | 1,719,900 | – | – | 3,415,721 | – | – | – | 5,135,621 | |
| Carl Colizza(7)Presidentand CEO | 2025 | 1,355,126 | 4,526,983(12) | 1,593,909(12) | 1,593,909 | – | 783,000 | 50,585(14) | 9,907,713 |
| 2024 | 1,213,830 | 2,427,663 | 807,680 | 917,109 | – | 565,700 | 299,740 | 6,231,722 | |
| 2023 | 1,124,550 | 2,249,067 | 640,015 | 1,109,357(7) | – | 743,200 | 354,845 | 6,221,034 | |
| Maxime TherrienCFO andSecretary | 2025 | 1,132,518 | 2,193,307 | 773,975 | 903,071 | – | 887,900 | 69,214(14) | 5,959,985 |
| 2024 | 1,065,473 | 2,130,937 | 708,960 | 815,087 | – | 740,800 | 230,564 | 5,691,821 | |
| 2023 | 959,175 | 1,918,349 | 545,893 | 858,078 | – | 861,100 | 199,452 | 5,342,047 | |
| Leanne CuttsChief CommercialOfficer,Saputo Inc.(11) | 2025 | 1,017,654 | 1,981,463 | – | 543,023 | – | – | – | 3,542,140 |
| 2024 | 975,920 | 1,951,832 | – | 563,447 | – | – | – | 3,491,199 | |
| 2023 | 791,963 | 1,583,909 | – | 712,766 | – | – | 128,044 | 3,216,682 | |
| Frank Guido(9) | 2025 | 930,978 | 1,790,233 | 633,016 | 674,818 | – | 343,400 | 1,086,940(13) | 5,459,385 |
| 2024 | 977,808 | 1,711,123 | 609,965 | 733,356 | – | 979,100 | – | 5,011,352 | |
| 2023 | 640,000 | 1,120,011 | 451,772 | 810,360 | – | 379,900 | – | 3,402,043 | |
| Gaétane WagnerCHRO | 2025 | 1,121,388 | 2,171,725 | 766,366 | 894,194 | – | 665,300 | 64,199(14) | 5,683,172 |
| 2024 | 1,065,473 | 2,130,937 | 708,960 | 815,087 | – | 472,000 | 227,205 | 5,419,662 | |
| 2023 | 1,005,480 | 2,010,972 | 572,245 | 899,502 | – | (165,500)(8) | 194,006 | 4,516,705 |
(1) This amount corresponds to the fair value of the PSU and RSU awards on the grant date. For purposes of calculating the fair value of the PSU and RSU awards on the grant date, a 100% payout was assumed, which is consistent with the valuation method used for accounting purposes. For fiscal 2025, 2024 and 2023, the fair value equals the aggregate number of PSUs and RSUs granted on April 1, 2024, 2023, and 2022, multiplied by the volume weighted average trading price of the Common Shares on the TSX during the five trading days prior to the grant date ($26.16, $34.90, and $29.59, respectively). For the top-up grant made to Mr. Colizza on August 17, 2024, that weighed average trading price was $29.81 per Common Share. For NEOs paid in US or in Australian dollars on April 1, 2022 and April 1, 2023 grants, this value is then multiplied by an indicative rate which corresponds to the annual average exchange rate of the Bank of Canada for US$1 or for AU$1 for the applicable fiscal year.
| Fiscal 2025 grants | Fiscal 2024 grant | Fiscal 2023 grant | |
|---|---|---|---|
| Weighted average: | |||
| Risk-free interest rate: | 3.56% | 3.10% | 2.39% |
| Expected life of stock options: | 6.5 years | 6.6 years | 6.5 years |
| Volatility: | 23.61% | 22.89% | 22.06% |
| Dividend rate: | 2.82% | 2.06% | 2.42% |
(2) This amount corresponds to the weighted average fair value per stock option on the grant date ($6.28 for the top-up grant of August 17, 2024, $5.55 for the grant of April 1, 2024, $7.83 for the grant of April 1, 2023, and $5.57 for the grant of April 1, 2022). We determine the fair value of the stock option awards using the Black-Scholes stock option pricing model, consistent with the valuation method used for accounting purposes and use the weighted average assumptions as shown right.
(3) See section "Annual Incentive (Bonus)". Bonuses are paid quarterly by the Company in cash, based on the annual and interim financial statements of the Company approved by the Board.
(4) The Pension Value includes the current service cost and the impact of changes in the earnings during the year on the defined benefit obligation. See section "Defined Benefit Plans Table" for additional information.
(5) The amounts shown represent the aggregate value of perquisites and other personal benefits where they exceed the lesser of $50,000 or 10% of the total annual salary of the NEO for the fiscal year.
(6) For fiscal 2025, 2024 and 2023, the compensation of NEOs paid in US or Australian dollars was converted in Canadian dollars at an indicative rate which corresponds to the annual average exchange rate of the Bank of Canada for US$1 or AU$1 for the applicable fiscal year.
(7) Mr. Carl Colizza was appointed President and CEO effective on August 9, 2024. Previously, Mr. Colizza was the President and COO (North America) since April 1, 2019. From June 29, 2022, to March 31, 2023, Mr. Colizza assumed the leadership of the Dairy Division (USA), in addition to his duties as President and COO (North America). During this period, he was eligible to receive a special bonus representing up to 22.5% (15% at target) of his base salary on an annual basis, based on the Budgeted EBITDA of the Dairy Division (USA), in addition to his bonus applicable under the annual incentive plan.
(8) An adjustment in the past earnings to reflect bonus received instead of estimate resulted in a negative fiscal 2023 pension value since the NEO reached age 65 in 2024.
(9) Mr. Frank Guido was Chief Operating Officer, Saputo Inc. until December 23, 2024. Previously, Mr. Guido was President and COO of the Dairy Division (USA) from April 1, 2023, to September 9, 2024, and he was the President and COO of the Dairy Division (Canada) from April 1, 2019, to March 31, 2023.
(10) On August 9, 2024, Mr. Lino A. Saputo transitioned from his position as President and CEO to his current position as Executive Chair of the Board.
(11) Ms. Cutts is the Chief Commercial Officer, Saputo Inc. since September 9, 2024. She was previously the President and COO (International and Europe) from September 20, 2021 to September 9, 2024.
(12) Includes the top-up grant awarded to Mr. Carl Colizza on August 17, 2024, in connection with his promotion to President and CEO.
(13) This amount includes a lump sum separation payment equivalent to one year of base salary, in connection with Mr. Guido stepping down from his position as Chief Operating Officer, Saputo Inc. on December 23, 2024.
(14) Includes a business allowance.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
INCENTIVE PLAN AWARDS
The following table presents, for each NEO, all of the option-based and share-based grants outstanding at the end of fiscal 2025.
Outstanding Share-Based Awards and Option-Based Awards
| Name | Award Date | Option-Based Awards | Share-Based Awards | |||||
|---|---|---|---|---|---|---|---|---|
| Number of Common Shares Underlying Unexercised Stock Options (#) | Stock Option Exercise Price ($/Share) | Stock Option Expiry Date | Value of Unexercised In-The-Money Stock Options (1) ($) | Number of Common Shares or Units that Have Not Vested (#) | Market or Payout Value of Share-Based Awards that Have Not Vested (2) ($) | Market or Payout Value of Vested Share-Based Awards not Paid Out or Distributed ($) | ||
| Lino A. Saputo | – | – | – | – | – | – | – | – |
| Carl Colizza | 04/01/2015 | 45,610 | 35.08 | 04/01/2025 | – | – | 7,952,781 | – |
| 04/01/2016 | 78,502 | 41.40 | 04/01/2026 | – | – | – | – | |
| 04/01/2017 | 80,741 | 46.29 | 04/01/2027 | – | – | – | – | |
| 04/01/2018 | 104,583 | 41.02 | 04/01/2028 | – | – | – | – | |
| 04/01/2019 | 63,576 | 45.30 | 04/01/2029 | – | – | – | – | |
| 04/01/2020 | 92,954 | 33.35 | 04/01/2030 | – | – | – | – | |
| 04/01/2021 | 86,354 | 37.52 | 04/01/2031 | – | – | – | – | |
| 04/01/2022 | 114,904 | 29.59 | 04/01/2032 | 57,451 | – | – | – | |
| 04/01/2023 | 103,152 | 34.90 | 04/01/2033 | 51,576 | – | – | – | |
| 04/01/2024 | 158,814 | 26.16 | 04/01/2034 | 95,480 | – | – | – | |
| 08/17/2024 | 113,454 | 29.81 | 04/01/2034 | 68,072 | – | – | – | |
| Maxime Therrien | 04/01/2015 | 31,927 | 35.08 | 04/01/2025 | – | – | 5,447,000 | – |
| 04/01/2016 | 45,290 | 41.40 | 04/01/2026 | – | – | – | – | |
| 04/01/2017 | 45,906 | 46.29 | 04/01/2027 | – | – | – | – | |
| 04/01/2018 | 91,114 | 41.02 | 04/01/2028 | – | – | – | – | |
| 04/01/2019 | 54,746 | 45.30 | 04/01/2029 | – | – | – | – | |
| 04/01/2020 | 79,160 | 33.35 | 04/01/2030 | – | – | – | – | |
| 04/01/2021 | 73,561 | 37.52 | 04/01/2031 | – | – | – | – | |
| 04/01/2022 | 98,006 | 29.59 | 04/01/2032 | 49,003 | – | – | – | |
| 04/01/2023 | 90,544 | 34.90 | 04/01/2033 | 45,272 | – | – | – | |
| 04/01/2024 | 139,455 | 26.16 | 04/01/2034 | 83,842 | – | – | – | |
| Leanne Cutts | 04/01/2022 | – | – | – | – | 59,141 | 4,602,238 | – |
| 04/01/2023 | – | – | – | – | 63,037 | – | – | |
| 04/01/2024 | – | – | – | – | 75,744 | – | – | |
| Frank Guido (3) | 04/01/2015 | 23,945 | 35.08 | 05/17/2025 | – | – | – | – |
| 04/01/2016 | 32,756 | 41.40 | 05/17/2025 | – | – | – | – | |
| 04/01/2017 | 32,225 | 46.29 | 05/17/2025 | – | – | – | – | |
| 04/01/2018 | 37,274 | 41.02 | 05/17/2025 | – | – | – | – | |
| 04/01/2019 | 33,113 | 45.30 | 05/17/2025 | – | – | – | – | |
| 04/01/2020 | 44,978 | 33.35 | 05/17/2025 | – | – | – | – | |
| 04/01/2021 | 34,481 | 37.52 | 05/17/2025 | – | – | – | – | |
| 04/01/2022 | 32,443 | 29.59 | 05/17/2025 | – | – | – | – | |
| 04/01/2023 | 15,580 | 34.90 | 05/17/2025 | – | – | – | – | |
| 04/01/2024 | – | 26.16 | 05/17/2025 | – | – | – | – | |
| Gaétane Wagner | 04/01/2015 | 65,564 | 35.08 | 04/01/2025 | – | – | 5,510,971 | – |
| 04/01/2016 | 98,913 | 41.40 | 04/01/2026 | – | – | – | – | |
| 04/01/2017 | 91,975 | 46.29 | 04/01/2027 | – | – | – | – | |
| 04/01/2018 | 107,752 | 41.02 | 04/01/2028 | – | – | – | – | |
| 04/01/2019 | 61,810 | 45.30 | 04/01/2029 | – | – | – | – | |
| 04/01/2020 | 86,357 | 33.35 | 04/01/2030 | – | – | – | – | |
| 04/01/2021 | 78,891 | 37.52 | 04/01/2031 | – | – | – | – | |
| 04/01/2022 | 102,737 | 29.59 | 04/01/2032 | 51,369 | – | – | – | |
| 04/01/2023 | 90,544 | 34.90 | 04/01/2033 | 45,272 | – | – | – | |
| 04/01/2024 | 138,084 | 26.16 | 04/01/2034 | 83,017 | – | – | – |
(1) This value corresponds to the difference between the closing price of the Common Shares on the TSX on March 31, 2025 ($24.83), the last trading day of fiscal 2025, and the exercise price. This value has not been, and may never be, realized. The actual gain, if any, will depend on the value of the Common Shares on the dates the stock options are exercised relative to the exercise price (see "Long-Term Incentive Plans").
(2) This value corresponds to a payout at target, being 100% of the aggregate number of PSUs and RSUs granted on the award date multiplied by the closing price of the Common Shares on the TSX on March 31, 2025 ($24.83), the last trading day of fiscal 2025. Except for the awards granted on August 17, 2024 and April 1, 2024, this value is then multiplied by the exchange rate of the Bank of Canada for US$1 or for AU$1 on March 31, 2025, as the case may be. A portion of this value has not been, and may never be, realized. The actual gain, if any, will depend on the attainment of the PSU Vesting Criteria or RSU Vesting Criteria, as the case may be, and the value of the Common Shares on the date on which the vested PSUs and RSUs are paid out (see "Long-Term Incentive Plans").
(3) All of Mr. Frank Guido's stock options expired on May 17, 2025.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
The following table presents, for each NEO, the value of incentive plan awards that have become vested during fiscal 2025 and the amount of annual incentive (bonus) earned with respect to the performance achieved during fiscal 2025:
Incentive Plan Awards – Value Vested or Earned During the Year
| Name | Option-Based Awards – Value Vested During the Year (1) ($) | Share-Based Awards – Value Vested During the Year (2) ($) | Non-Equity Incentive Plan Compensation – Value Earned During the Year (3) ($) |
|---|---|---|---|
| Lino A. Saputo | – | – | 2,646,634 |
| Carl Colizza | – | 781,841 | 1,598,110 |
| Maxime Therrien | – | 666,014 | 895,935 |
| Leanne Cutts | – | – | 543,023 |
| Frank Guido | – | 1,000,508 | 674,818 |
| Gaétane Wagner | – | 714,285 | 894,194 |
(1) The stock options automatically vest at a rate of 20% or 25% per year, on each of the first five or four anniversaries of their date of grant. This value corresponds to the difference between the closing price of the Common Shares on the TSX on April 2, 2024 ($26.20), which is the first business day following the vesting date of April 1, 2024, and the exercise price of in-the-money stock options. There are no in-the-money stock options as at March 31, 2025. The actual gain, if any, will depend on the value of the Common Shares on the dates the stock options are exercised (see "Long-Term Incentive Plans").
(2) Pursuant to the PSU Plan, PSUs vest at the end of a Performance Cycle. The grant under the PSU Plan made on April 1, 2021, vested and was paid out in June 2024, based on the level of achievement of the PSU Vesting Criteria. See "Payout of Previously Granted PSUs". The grant under the PSU Plan made on April 1, 2022, will vest and be paid in June 2025, subject to achieving the PSU Vesting Criteria. The grants under the PSU Plan made on April 1, 2023, and 2024, will vest after the end of the Performance Cycle ending March 31, 2026, and 2027, respectively, subject to achieving the PSU Vesting Criteria. The grants under the RSU Plan made on April 1, 2021 and April 1, 2022, vested at the end of the Restriction Period and were paid out in April 2024 and April 2025, respectively. The grants under the RSU Plan made on April 1, 2023, and 2024, will vest after the end of the Restriction Period ending March 31, 2026, and 2027, respectively, subject to achieving the RSU Vesting Criteria. See "Long-Term Incentive Plans".
(3) Corresponds to the amount disclosed in the "NEO Summary Compensation Table".
The following table presents, for each NEO, the aggregate number of stock options exercised, the average exercise price and the gains realized on exercise during fiscal 2025:
| Name | Number of Common Shares Acquired on Exercise (#) | Average Exercise Price per Common Share ($) | Gain Realized (1) ($) |
|---|---|---|---|
| Lino A. Saputo | – | – | – |
| Carl Colizza | – | – | – |
| Maxime Therrien | – | – | – |
| Leanne Cutts | – | – | – |
| Frank Guido | – | – | – |
| Gaétane Wagner | – | – | – |
(1) This value corresponds to the difference between the price of the Common Shares on the TSX at the time of exercise and the exercise price.
PENSION PLANS
In fiscal 2025, Mr. Therrien, Mr. Colizza, Mr. Guido, and Ms. Wagner participated in our retirement plans, consisting of a basic retirement plan and a supplementary retirement plan (together, the "Pension Plans"). The basic retirement plan in which Mr. Therrien and Ms. Wagner participated is a Non-Contributory Canadian Registered Defined Benefit Pension Plan and the basic retirement plan in which Mr. Colizza and Mr. Guido participated is a Contributory 401(K) pension plan registered in the USA. The supplementary retirement plan for each of Mr. Therrien, Mr. Colizza, Mr. Guido, and Ms. Wagner is either a Canadian or a USA non-registered Executive Supplementary Retirement Pension Plan providing pension benefits in excess of the benefits provided under the applicable basic retirement plan. Under the Pension Plans, Mr. Therrien, Mr. Colizza, Mr. Guido, and Ms. Wagner are entitled to pension benefits as of their respective normal retirement age ("NRA") equal to 2% of their respective final average earnings multiplied by their respective years of credited service. Final average earnings are defined as the average of the base salary and the annual incentive (bonus) for the 36 consecutive months within the 10-year period preceding the retirement date during which the base salary and annual incentive (bonus) are together at their highest. In fiscal 2025, the Company decided to close its defined benefit Pension Plans for executives to new participants, with existing participants grandfathered in their existing
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Pension Plans. Following her appointment as Chief Commercial Officer, Saputo Inc., Ms. Cutts became eligible, effective April 1, 2025, to the New Pension Plans described below.
The Pension Plans' NRA is age 65 or age 60 if the sum of the participant's age and their credited years of service in the relevant supplementary retirement plan is at least 70. Participants may retire as early as age 55 with a reduction in the pension benefits calculation representing 0.25% for each month the actual retirement date precedes the NRA date.
The maximum annual pension benefits payable is capped at 60% of the participant's final base salary.
The following table illustrates, for each NEO, the eligible years of credited service, the estimated annual pension benefits accrued as of March 31, 2025, and those payable at age 65 under the basic retirement plan and supplementary retirement plan combined. The annual pension benefits will accrue if the participant remains employed by the Company until age 65. The table also presents the changes in the accrued obligation from March 31, 2024, to March 31, 2025, including the annual cost attributable to compensatory items for fiscal 2025. These amounts were calculated using the same actuarial assumptions used for determining the accrued pension obligation at year-end presented in our financial statements for fiscal 2025, in accordance with accounting principles used by the Company. For more information, see the note on employee pension and other benefit plans in our financial statements for fiscal 2025. See "Additional Information".
Defined Benefit Plans Table
| Name | Number of Years Credited Service (#) | Annual Benefits Payable ($) | Opening Present Value of Defined Benefit Obligation ($) | Compensatory Change ($) | Non-Compensatory Change (1) ($) | Closing Present Value of Defined Benefit Obligation ($) | |
|---|---|---|---|---|---|---|---|
| At Year End | At Age 65 | ||||||
| Lino A. Saputo | – | – | – | – | – | – | – |
| Carl Colizza | 5.42(3) | 93,400 | 93,400 | 873,600 | – | 79,600 | 953,300 |
| 4.58(4) | 419,100 | 732,800 | 3,050,900 | 783,000 | 145,000 | 3,978,900 | |
| Maxime Therrien | 7.67(2) | 303,100 | 702,700 | 3,866,200 | 887,900 | 547,600 | 5,301,700 |
| Leanne Cutts | – | – | – | – | – | – | – |
| Frank Guido | 4.00(5) | 69,200 | 69,200 | 994,800 | – | 149,900 | 1,144,700 |
| 1.83(6) | – | – | 1,059,700 | 343,400 | (59,400) | 1,343,700 | |
| Gaétane Wagner (7) | 13.92 | 556,300 | 556,300 | 7,246,000 | 665,300 | 534,500 | 8,445,800 |
(1) The values shown under Non-Compensatory Change take into account changes in actuarial assumptions used, the impact of amounts attributable to interest accruing on the accrued obligation since the beginning of the fiscal year, and changes in the currency rate.
(2) Mr. Therrien participates in the supplementary retirement plan as of August 1, 2017, and in the Non-Contributory Canadian Registered Defined Benefit Pension Plan as of January 1, 2018. Prior to August 1, 2017, Mr. Therrien participated in a registered and supplemental non-contributory defined contribution plan and received an employer contribution in connection therewith. The value accumulated by Mr. Therrien under this plan was $710,187 as at March 31, 2024 and $692,398 as at March 31, 2025.
(3) This number corresponds to the years of credited service for Mr. Colizza under the Canadian non-registered supplementary retirement plan, in which Mr. Colizza previously participated. Prior to April 1, 2015, Mr. Colizza participated in a registered and supplemental non-contributory defined contribution plan and received an employer contribution in connection therewith. The value accumulated in such plan was $60,608 as at March 31, 2024 and $66,223 as at March 31, 2025.
(4) This number corresponds to the years of credited service for Mr. Colizza under the USA non-registered Executive Supplementary Retirement Pension Plan, in which Mr. Colizza participates.
(5) This number corresponds to the years of credited service for Mr. Guido under the Canadian non-registered supplementary retirement plan, in which Mr. Guido previously participated. Prior to April 1, 2019, Mr. Guido participated in a registered and supplemental non-contributory defined contribution plan and received an employer contribution in connection therewith. The value accumulated in such plan was $79,188 as at March 31, 2024 and $92,250 as at March 31, 2025.
(6) Mr. Guido stepped down from his position as Chief Operating Officer, Saputo Inc. on December 23, 2024. This number corresponds to the years of credited service for Mr. Guido under the USA non-registered Executive Supplementary Retirement Pension Plan, in which Mr. Guido participated during fiscal 2024 and fiscal 2025.
(7) Since Ms. Wagner reached age 65 in fiscal 2024 and in fiscal 2025, we assumed a retirement date one year later for accounting purposes. This resulted in an increase in the defined benefit obligation.
Pension benefits earned under the Pension Plans are first payable from the applicable basic retirement plan, as per their respective terms and conditions, as applicable. Any incremental benefits are payable from the applicable supplementary retirement plan. The obligations accumulated in the Non-Contributory Canadian Registered Defined Benefit Pension Plans and the Contributory 401(K) pension plan are being funded. However, our obligations under the Executive Supplementary Retirement Pension Plan will be paid as they become due. Our total obligations under the Pension Plans are expensed annually for accounting purposes in accordance with accounting principles used by the Company.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Effective April 1, 2025, the CGHR Committee approved new retirement plans for eligible executive officers, consisting of a basic retirement plan and a supplementary retirement plan (together, the "New Pension Plans"). The basic retirement plan will be either a non-contributory Canadian registered defined contribution plan or a contributory 401(k) pension plan registered in the USA. The supplementary retirement plan will be either a Canadian or a USA non-registered supplementary defined contribution plan providing a total annual contribution credit of 12% (13% if sum of age and service is equal to or greater than 70) of the eligible executive officer's compensation for the plan year including the annual contribution to the basic retirement plan. For the purposes of the supplementary plan, "Compensation" is defined as base salary plus payments under the Company's annual incentive (bonus) plan paid to the executive officer.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Termination of Employment and Change of Control
There is no contract, arrangement or any other understanding with respect to employment, termination of employment, a change of control, or a change in responsibilities following a change of control, between the Company and any of our NEOs. Please refer to the sections entitled "Other Features of the PSU Plan and the RSU Plan" above and "Securities Authorized For Issuance Under Stock Option Plan" below for the provisions related to termination of employment and change of control for the PSU Plan and RSU Plan, and the Stock Option Plan, respectively. Mr. Saputo does not receive any long-term incentive as his interest in the principal shareholder constitutes a sufficient long-term incentive.
Securities Authorized for Issuance Under Stock Option Plan
The following table sets out the securities authorized for issuance under the Stock Option Plan as of March 31, 2025, which is the only compensation plan of the Company under which equity securities of the Company are authorized for issuance:
Stock Option Plan Information
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Stock Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Stock Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance under the Stock Option Plan (Excluding Securities Reflected in Column (a)) |
|---|---|---|---|
| Stock Option Plan approved by security holders | 21,054,531 | $36.48 | 13,176,815 |
The following text presents a summary of the main characteristics of the Stock Option Plan established to attract and retain experienced and competent employees and officers, and to encourage share ownership by such persons.
We have a Stock Option Plan for full-time employees and officers of the Company and our subsidiaries. Directors do not participate in the Stock Option Plan. The terms, the exercise price, the number of underlying Common Shares, and the vesting periods of the stock options are determined by the Board, upon recommendation from the CGHR Committee, at the time of grant. Under the Stock Option Plan, the exercise price may not be less than the volume weighted average trading price for the five trading days immediately preceding the date of grant. Stock options granted under the Stock Option Plan may not be assigned or transferred, and expire ten years from the date of grant. If the expiration date for a stock option falls within a blackout period or within nine business days following the expiration of a blackout period, the expiration date is automatically extended to the tenth business day after the end of the blackout period. Stock options vest as follows:
- Stock options granted prior to April 1, 2024 vest over a five-year period at a rate of 20% per year; and
- Stock options granted on and after April 1, 2024 vest over a four-year period at a rate of 25% per year.
The exercise price can be paid in cash or through a broker cashless exercise. Upon exercise, the reserve of Common Shares is deducted in full accordingly. The maximum number of Common Shares issuable at any time to insiders of the Company shall not exceed 10% of the total number of outstanding Common Shares at such time. Moreover, the maximum number of Common Shares issued to insiders of the Company within any one-year period shall not exceed 10% of the total number of outstanding Common Shares at such time.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
The Stock Option Plan authorizes the Board to make certain amendments without shareholder approval, including, without limitation, the following types of amendments:
(i) any limitations of conditions on participation in the Stock Option Plan (other than to the eligibility for participation);
(ii) any amendment to any terms upon which stock options may be granted and exercised, including but not limited to, the terms relating to the amount and payment of the stock option price, vesting, expiry, and adjustment of stock options, or the addition or amendment of any cashless exercise features;
(iii) any amendment to the Stock Option Plan to permit the granting of deferred or restricted share units under the Stock Option Plan or to add or to amend any other provisions which would result in participants receiving securities of the Company while no cash consideration is received by the Company;
(iv) any change that is necessary or desirable to comply with applicable laws, rules, or regulations of any stock exchange on which the shares of the Company are listed;
(v) any correction or rectification of any ambiguity, defective provision, error, or omission in the Stock Option Plan, or in any stock option;
(vi) any amendment to the definitions contained in the Stock Option Plan and any other amendments of a clerical nature; and
(vii) any amendment to the terms relating to the administration of the Stock Option Plan.
The approval of our shareholders is required if the amendment to the Stock Option Plan relates to the following:
(i) increasing the maximum number of Common Shares issuable under the Stock Option Plan, except for the purpose of maintaining stock option value in connection with a conversion, change, reclassification, redivision, redesignation, subdivision, or consolidation of Common Shares, or a reorganization, amalgamation, consolidation, merger, takeover bid, or similar transaction involving the Company;
(ii) reducing the exercise price or purchase price of any stock option;
(iii) extending the term of any stock option;
(iv) removing or exceeding the insider participation limit;
(v) changing the class of persons eligible to participate under the Stock Option Plan;
(vi) permitting any stock option granted under the Stock Option Plan to be transferable or assignable, other than by will or under succession laws (estate settlement); and
(vii) amending the amendment provision of the Stock Option Plan.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
The Common Shares held directly or indirectly by insiders benefiting from an amendment described in (ii) and (iii) above shall be excluded for the purpose of obtaining shareholder approval.
| The Stock Option Plan provides that in the event of: (i) a proposed amalgamation, merger, or consolidation of the Company; (ii) a proposed liquidation, dissolution, or winding-up of the Company; (iii) an offer to purchase the Common Shares or any part thereof made to all holders of Common Shares; or (iv) a change of control, | the Board may: (i) provide for the substitution, replacement, or assumption of stock options granted by the acquiring or surviving entity; (ii) terminate the stock options outstanding, other than the stock options already vested; (iii) make stock options exercisable in full; or (iv) change the vesting conditions and the expiration date of the stock options. |
|---|---|
A change of control under the Stock Option Plan consists of:
(i) a sale of all or substantially all of the assets of the Company and our subsidiaries; or
(ii) a sale, directly or indirectly, resulting in more than 50% of the Common Shares being held, directly or indirectly, by another person (other than a wholly-owned subsidiary of the Company).
On April 23, 2025, upon recommendation of the CGHR Committee, the Board approved amendments to the Stock Option plan, in accordance with the amendment procedures stated therein which did not require shareholder approval. The TSX approved such amendments to the Stock Option Plan. The modifications relate mainly to the provisions of the Stock Option Plan applicable in the event of termination or death, which provisions are summarized in the table below. Certain amendments to the Stock Option Plan were also made which are cosmetic, non-material or of a general housekeeping nature.
| Nature of Termination | Applicable Termination Provisions of the Stock Option Plan |
|---|---|
| For cause | Vested and unvested stock options are cancelled at the date of termination |
| Death or disability | For grants made before April 1, 2025, vested stock options may be exercised within 180 days from the date of termination of employment or before the expiration of the original term of the stock option. Unvested stock options are cancelled. |
| For grants made on or after April 1, 2025, unvested stock options vest immediately, and all of the employee's stock options may be exercised within 180 days from the date of termination of employment or before the expiration of the original term of the stock option. | |
| Retirement if the optionee's age and years of service total 70 years or more, taking into account only whole years | All stock options remain exercisable to their original term date. |
| Unvested options continue to vest as per the vesting schedule described above. | |
| All other circumstances | Vested stock options may be exercised within 90 days from the date of termination of employment |
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
The following table provides information regarding the Stock Option Plan as at March 31, 2025:
| Number of Common Shares/ stock options (#) | As a % of Common Shares outstanding | |
|---|---|---|
| Common Shares authorized for issuance under the Stock Option Plan | 45,698,394 | 10.92% |
| Stock options granted in fiscal 2025 (1) | 3,135,791 | 0.75% |
| Stock options outstanding | 21,054,531(2) | 5.03% |
| Stock options remaining available for future grants | 13,176,815 | 3.15% |
(1) Corresponds to the stock options granted on April 1, 2024, at an exercise price of $26.16 per share and the top-up grant awarded to Mr. Colizza on August 17, 2024, in connection with his promotion to President and CEO. Mr. Colizza's top-up grant consisted of 113,454 stock options at an exercise price of $29.81.
(2) 14,074,454 options were exercisable as of March 31, 2025, and 6,980,077 will vest at a rate of either: 20% per year, on each of the first five anniversaries of their date of grant for stock options granted before April 1, 2024; or 25% per year, on each of the first four anniversaries of their date of grant for stock options granted on and after April 1, 2024.
The following table sets out the annual burn rate for the Stock Option Plan for the last three fiscal years:
| March 31, 2025 | March 31, 2024 | March 31, 2023 | |
|---|---|---|---|
| Burn rate (1) | 0.74% | 0.53% | 0.62% |
(1) This number corresponds to the number of stock options granted under the Stock Option Plan during the applicable fiscal year divided by the weighted average number of Common Shares outstanding for the applicable fiscal year, expressed as a percentage.
On April 1, 2025, the Board, upon recommendation of the CGHR Committee, granted an aggregate of 3,925,715 stock options to participants under the Stock Option Plan at an exercise price of $25.04 per share, which represents 0.94% of the outstanding Common Shares on March 31, 2025.
Indebtedness of Directors and Executive Officers
None of the directors and other executive officers of the Company, nor any of their associates, are indebted towards the Company in respect of loans, advances or guarantees of indebtedness.
Appointment of the Auditor
KPMG LLP have been our auditor since the annual meeting of shareholders held on August 5, 2021.
The results of the vote at the August 9, 2024 annual meeting of the shareholders of the Company in respect of the appointment of KPMG LLP as the auditor of the Company and authorizing the directors to fix the auditor's remuneration are set out below:
| Voted For | Withheld from Voting |
|---|---|
| 363,995,817 | 212,566 |
| 99.94% | 0.06% |
Except where the authority to vote in favour of the appointment of KPMG LLP is withheld, the persons whose names are printed on the enclosed form of proxy intend to vote FOR the appointment of KPMG LLP, chartered accountants, as the auditor of the Company for fiscal 2026 and to vote FOR authorizing the Board to determine their remuneration.
The auditor will hold office until the next annual meeting of shareholders of the Company or until their successors are appointed. Details of the services and amounts paid to our external auditor are presented in our Annual Information Form for fiscal 2025.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Confirmation of Advance Notice By-Law
On June 5, 2025, the Board, upon recommendation of the CGHR Committee, adopted By-Law No.2, a by-law to the advance nominations of directors of the Company ("Advance Notice By-Law").
The following is a summary only of the principal provisions of the Advance Notice By-Law and is qualified by reference to the full text of the Advance Notice By-Law attached as Schedule B to the Circular.
The Advance Notice By-Law establishes a framework for advance notice of nominations of directors by shareholders of the Company. Among other things, the Advance Notice By-Law fixes deadlines by which shareholders must submit a notice of director nominations to the Company prior to any annual or special meeting of shareholders where directors are to be elected and sets out the information that a shareholder must include in the notice. The Advance Notice By-Law does not interfere with the ability of shareholders to requisition a meeting or to nominate directors by way of a shareholder proposal in accordance with the CBCA.
To be timely, a shareholder must give a valid notice to the Company:
(i) in the case of an annual meeting of shareholders (including an annual meeting and a special meeting), not less than 30 days prior to the date of the meeting, provided, however, that in the event that the meeting is to be held on a date that is less than 50 days after the date (the "Notice Date") on which the first public announcement of the date of the meeting was made, notice by the nominating shareholder shall be made no later than the close of business on the tenth day following such public announcement; and
(ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not also called for other purposes), not later than the close of business on the fifteenth day following the day on which the first public announcement of the date of the meeting was made;
provided that, in either instance, if the notice-and-access procedures are used for delivery of proxy related materials in respect of a meeting described in (i) or (ii) above, and the Notice Date in respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the applicable meeting (but in any event, not prior to the Notice Date); provided, however, that in the event that the meeting is to be held on a date that is less than 50 days after the Notice Date, notice by the nominating shareholder shall be made, in the case of an annual meeting of shareholders, not later than the close of business on the tenth day following the Notice Date and, in the case of a special meeting of shareholders, not later than the close of business on the fifteenth day following the Notice Date.
The Advance Notice By-Law authorizes the chair of the meeting to determine whether a nomination was made in accordance with the procedures set forth in the Advance Notice By-Law and, if any proposed nomination is not in compliance with the Advance Notice By-Law, to declare that such defective nomination shall be disregarded. The Board may, in its sole discretion, waive any requirement of the Advance Notice By-Law.
The CGHR Committee and the Board believe that the Advance Notice By-Law sets out a clear and transparent process for all shareholders who intend to nominate directors at a shareholders' meeting, by providing a reasonable timeframe for shareholders to notify the Company of their intention and by requiring shareholders to disclose information concerning the proposed nominees as is mandated by applicable securities laws. The Board will be able to evaluate the proposed nominees' qualifications and suitability as directors and respond as appropriate in the best interests of the Company, and shareholders will be able to make a well-informed voting decision about director nominees. The Advance Notice By-Law is also intended to facilitate an orderly and efficient meeting process.
The Advance Notice By-Law came into effect on June 5, 2025. Pursuant to the provisions of the CBCA, shareholders must confirm the Advance Notice By-Law at the Meeting. If shareholders do not approve the ordinary resolution confirming the adoption of the Advance Notice By-Law, it will no longer be valid.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Accordingly, at the Meeting, shareholders will be asked to consider and, if deemed appropriate, to adopt an ordinary resolution in the form set out below (the "Advance Notice By-Law Resolution"), subject to amendments, variations or additions as may be approved at the Meeting, confirming the adoption of Advance Notice By-Law.
“THAT, By-Law No.2 of the Company, in the form adopted by the Board of Directors on June 5, 2025, and attached as Schedule B to the Circular of the Company dated June 5, 2025, be and is hereby confirmed without amendment as a by-law of the Company;
THAT, that any officer or director of the Company be, and each is hereby, authorized and directed, for and on behalf of the Company, to sign and execute all documents, to conclude any agreements and to do and perform all acts and things deemed necessary or advisable in order to give effect to this resolution, including compliance with all securities laws and regulations.”
Unless instructed to vote against the accompanying form of proxy, the persons whose names are printed on the enclosed form of proxy intend to vote FOR the adoption of the Advance Notice By-Law.
Interest of Management and Others in Transactions
The Audit Committee reviews the Company's related party transactions and the Company's procedures to monitor its related party transactions. Any transaction by the Company on the one hand and a related party, such as (i) companies subject to control or significant influence through ownership by its principal shareholder, or (ii) key management personnel, being all the executive officers who have responsibility and authority for controlling, overseeing, and planning the activities of the Company, as well as the Company's directors, on the other hand, is subject to the Company's procedure on related party transaction. In the normal course of business, we may enter into related party transactions at fair value, consistent with market values for similar transactions. In fiscal 2025, these transactions were of an immaterial amount. Reference is made to the note of the Consolidated Financial Statements of the Company that describes related party transactions. See "Additional Information".
Shareholder Proposals
Subject to the Canada Business Corporations Act, certain shareholders of the Company may submit to the Company proposals to be considered at the next annual meeting of the shareholders of the Company. Shareholder proposals must be submitted between March 12, 2026, and May 10, 2026.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Additional Information
Our financial information is included in the Consolidated Financial Statements of the Company and notes thereto, as well as in the accompanying Management's Discussion and Analysis for fiscal 2025. Additional information relating to the Company, including financial information and our Annual Information Form, is available at www.saputo.com or on SEDAR+ at www.sedarplus.ca. Copies of these documents may also be obtained by written request to the Secretary of the Company by mail at 1000 de la Gauchetière Street West, 29th Floor, Montréal, Quebec, H3B 4W5, or via our Investor Relations department at [email protected].
The Board encourages shareholder attendance and participation at the Company's Meeting as it provides a valuable opportunity to discuss our activities and general business, financial situation, corporate governance, and other important matters. Outside of our annual meetings, shareholders may contact the Board through the Secretary of the Company by postal mail at the address noted above.
General
Except as otherwise specifically indicated, the information contained herein is given as of May 31, 2025. Management of the Company presently knows of no matters to come before the Meeting other than matters identified in the Notice. If any matter should properly come before the Meeting, the persons named in the form of proxy will vote on such matters according to their best judgment.
Approval of the Directors
The directors of the Company have approved the content and the sending of this Circular.
Montréal, Québec, June 5, 2025.
(signed) Lino A. Saputo
LINO A. SAPUTO, C.M.
Executive Chair of the Board
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Schedule A – Board Mandate
The Board of Directors (the "Board") is responsible for the stewardship of the business and affairs of Saputo Inc. (the "Company"). As such, the Board establishes all Company policies, oversees and assesses management's strategic decisions, and has full power for duties that are not specifically delegated to its committees or to management. The Board is also responsible for overseeing the management of the Company's business so as to enhance the creation of long-term shareholder value while considering the interests of the Company's various stakeholders, including shareholders, employees, customers, suppliers, business partners, and the communities where the Company operates. The Board oversees the Environmental, Social and Governance (ESG) factors and risks material to the Company's business and the deployment of appropriate measures to manage them, including the practices, guidelines, and policies related to the Saputo Promise. Management's role is to conduct the Company's day-to-day operations so as to ensure that this objective is met.
BOARD ORGANIZATION
- The directors are elected annually by the Company's shareholders. These directors, together with those appointed between annual meetings to fill vacancies or as additional directors, make up the Board of the Company.
- The composition and organization of the Board, including the number and qualifications of directors, the number of Board meetings, Canadian residency requirements, quorum requirements, meeting procedures, and notices of meetings, shall comply with applicable requirements of the Canada Business Corporations Act, laws and regulations, and the articles and by-laws of the Company.
- The Board must be composed of a majority of independent directors as defined by applicable laws and regulations.
- The Executive Chair of the Board must be appointed by a resolution of the Board, and a Lead Director must be appointed if the Executive Chair of the Board is not an independent director. The Lead Director must be appointed by a resolution of the independent members of the Board.
- The Board meets at least five times per year and may call special meetings as required. The Executive Chair of the Board, the Lead Director, any member of the Board, the President and CEO or the CFO and Secretary may call special meetings as needed. The Board determines the place, date, and time of its meetings. The meetings may be held by telephone or by any other means allowing the members of the Board to communicate with each other. Unless waived by the independent members of the Board, the independent directors meet, in camera, without management and non-independent directors in attendance, following each meeting of the Board. The Lead Director chairs the in-camera meetings.
- The Executive Chair of the Board and the Lead Director approve meeting agendas and ensure that documents referred to in the agenda are forwarded to directors sufficiently in advance for their perusal. Any member of the Board may propose the inclusion of additional items on the agenda, or at any Board meeting raise subjects that are not on the agenda for that meeting.
- Minutes of Board meetings must accurately reflect the significant discussions and the decisions of the Board and must be circulated to the members of the Board for their approval. The Secretary of the Company, their designate or any other person the Board requests, shall act as secretary of the Board meetings. Minutes of the Board meetings shall be recorded and maintained by the Secretary of the Company, or any other person acting in such capacity.
- The Board may invite any person deemed appropriate to a Board meeting. However, such person may not at any time vote at the Board's meeting.
- The Board has full access to members of senior management and other personnel, as well as to documents of the Company and its subsidiaries. The Board has the authority to retain, at the cost of the Company, independent legal counsel, consultants, or other advisors it considers necessary to carry out its mandate and fulfill its responsibilities, and to fix the compensation of such advisors.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
COMMITTEES OF THE BOARD
- The Board has established the Audit Committee and the Corporate Governance and Human Resources Committee. Subject to applicable laws and regulations, the Board may establish other Board committees or merge or dispose of any Board committees.
- The Board has approved mandates for each existing Board committee and shall approve mandates for each new Board committee.
- The Board has delegated to the applicable committee those duties and responsibilities set out in each committee's mandate. The Board may request the assistance of Board committees in performing its duties and delegate additional responsibilities to them if it deems appropriate.
- To facilitate communication between the Board and each of the Board committees, each committee chair shall provide a report to the Board on material matters considered by the committee at the first Board meeting following the committee's meeting.
RESPONSIBILITIES
The Board takes on the following responsibilities outlined below:
A. Strategic Planning
1) reviewing and approving the Company's strategic orientation: identification of short, medium and long-term qualitative and quantitative objectives, annual approval of the strategies for achieving them, which strategies take into account opportunities and risks, and monitor the achievements of management;
2) reviewing and approving the Company's annual budget;
3) periodically reviewing and approving the results obtained by the Company in comparison with objectives pursued; determining the causes of any discrepancies and approving the appropriate corrective actions, if any;
4) reviewing and approving the Company's strategy regarding distributions to shareholders generally, including strategy with respect to dividends and the repurchase of shares of the Company;
5) approving significant acquisitions and dispositions of businesses, any major contract or project, including financing agreements and agreements under which guarantees are given or substantial assets are given as security, as well as any other important matter concerning the Company;
B. Management Oversight
6) monitoring, where possible, the integrity of the President and CEO and other senior executives, as well as ensuring that each of them promotes a culture of integrity within the Company;
7) reviewing and approving the appointment, indemnification, succession and education plans, and overseeing compensation for the executive officers;
8) developing and approving written position descriptions for the Executive Chair of the Board and the President and CEO;
9) reviewing the performance of the Executive Chair of the Board and of the President and CEO in light of his position description and objectives to be met;
C. Risk Management
10) identifying the main risks associated with the Company's business and ensuring the deployment of appropriate risk management measures;
11) overseeing the integrity of the Company's internal control over financial reporting and disclosure controls and procedures;
12) monitoring compliance of the Company with laws, regulations, and norms applicable to it and its activities;
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
D. Communications and Shareholder Engagement
13) establishing and overseeing the implementation of the Corporate Disclosure Policy, and reviewing and approving the continuous disclosure documents, such as the financial statements, management's discussion and analysis, management information circular, annual information form, and annual report;
14) establishing and overseeing the implementation of a Shareholder Communication and Engagement Policy, meeting with the Company's shareholders and stakeholders, in conjunction with management, at the annual meeting of shareholders and be available to respond to questions at that time or in accordance with the Company's Shareholder Communication and Engagement Policy;
E. Environmental, Social and Governance (ESG) Matters
15) overseeing the ESG factors and risks material to the Company's business and the deployment of appropriate measures to manage them;
16) overseeing the Company's practices, reporting, guidelines, and policies related to the Saputo Promise, including those relative to:
- environmental matters, including climate-related risks and climate change;
- food quality and safety;
- health and safety, inclusion, diversity, engagement, and talent and well-being;
- cybersecurity, technology, and information security; and
- the Code of Ethics with the purpose of encouraging and promoting integrity and a culture of ethical business conduct;
17) approving the Company's approach to corporate governance, in particular, adopting corporate governance principles and guidelines that apply specifically to the Company;
F. Board Matters
18) developing and approving written position descriptions for the Executive Chair of the Board, the Lead Director, and the chair of each Board committee;
19) implementing and supervising a process for assessing the performance of the Board, its committees, and the directors, as well as periodically evaluating their performance;
20) implementing and supervising the process to select and recruit candidates for the Board;
21) determining the independence, or lack thereof, of each director;
22) implementing and supervising the orientation and continuing professional development programs of directors;
23) implementing and supervising a policy with regards to the diversity of its board of directors;
24) reviewing and approving the compensation and indemnification of directors;
25) ensuring, as feasible, that each director acts with integrity and good faith in the best interest of the Company, with the diligence and the skills that would present, in such circumstances, a prudent and diligent person;
26) annually reviewing the Board's mandate; and
27) reviewing any other matter or issue that may be referred to the Board by one of the Board committees or that it deems appropriate to be mandated to act on.
In general, the Board has the responsibility to approve all matters that lie within the powers of directors under the Canada Business Corporations Act and any other applicable law.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Schedule B – Advance Notice By-Law
Saputo Inc. (the "Corporation")
BY-LAW NO. TWO
A By-law Relating to the Advance Nominations of Directors of the Corporation.
DEFINITIONS
- Definitions. In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires:
(a) "Act" means the Canada Business Corporations Act, R.S.C., 1985, chapter C-44, and any statute that may be substituted therefor, as from time to time amended;
(b) "Applicable Securities Laws" means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the written rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of each province and territory of Canada;
(c) "articles" means the articles of the Corporation, as from time to time amended or restated;
(d) "by-law" means this by-law and all other by-laws of the Corporation from time to time in force and effect;
(e) "public announcement" means disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System for Electronic Document Analysis and Retrieval+ www.sedarplus.ca or any system that is a replacement or successor thereto;
(f) words importing the singular number only shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders and vice-versa; words importing persons shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number or aggregate of individuals;
(g) the headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions; and
(h) all terms contained in the by-law and which are defined in the Act shall have the meanings given to such terms in the Act.
INTRODUCTION
- Introduction. The purpose of this by-law of Saputo Inc. (the "Corporation") is to provide shareholders, directors and management of the Corporation with guidance on the nomination of directors. This by-law is the framework by which the Corporation seeks to fix a deadline by which shareholders of the Corporation must submit director nominations to the Corporation prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Corporation for the notice to be in proper written form.
It is the belief of the Corporation and the board of directors of the Corporation that this by-law is in the best interests of the Corporation. This by-law will be subject to periodic review and, subject to the Act (as defined in Article 1), will reflect changes as required by securities regulatory or stock exchange requirements and, at the discretion of the board of directors of the Corporation, amendments necessary to meet evolving industry standards.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
NOMINATION PROCEDURES
- Nomination Procedures. Subject only to the Act, Applicable Securities Laws and the articles of the Corporation, only persons who are nominated in accordance with the procedures set out in this by-law shall be eligible for election as directors of the Corporation. Nominations of persons for election to the board of directors of the Corporation may be made at any annual meeting of shareholders, or at a special meeting of shareholders if the election of directors is a matter specified in the notice of meeting:
(a) by or at the direction of the board of directors of the Corporation, including pursuant to a notice of meeting;
(b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act, or a requisition of a shareholders meeting by one or more shareholders made in accordance with the provisions of the Act; or
(c) by any person (a "Nominating Shareholder") who:
(i) at the close of business on the date of the giving of the notice provided for below in this by-law and on the record date for notice of such meeting, is entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence of such beneficial ownership to the Corporation; and
(ii) complies with the notice procedures set forth below in this by-law.
- Nomination for Election. For the avoidance of doubt, the procedures set forth in this by-law shall be the exclusive means for any person to bring nominations for election to the board of directors of Corporation before any annual or special meeting of shareholders of the Corporation.
NOTICE
-
Timely Notice. In addition to any other applicable requirements, for a nomination to be validly made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the corporate secretary of the Corporation in accordance with this by-law.
-
Manner of Timely Notice. To be timely, a Nominating Shareholder's notice to the corporate secretary of the Corporation must be made:
(a) in the case of an annual meeting of shareholders (including an annual and special meeting), not less than thirty (30) days prior to the date of the meeting, provided, however, that in the event that the meeting is to be held on a date that is less than fifty (50) days after the date (the "Notice Date") on which the first public announcement of the date of the meeting was made, notice by the Nominating Shareholder shall be made not later than the close of business on the tenth (10th) day following the Notice Date;
(b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not also called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the meeting was made;
provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer) is used for delivery of proxy related materials in respect of a meeting described in Article 6 (a) or (b) above, and the Notice Date in respect of the meeting is not less than fifty (50) days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the fortieth (40th) day before the applicable meeting (but in any event, not prior to the Notice Date); provided, however, that in the event that the meeting is to be held on a date that is less than fifty (50) days after the Notice Date, notice by the Nominating Shareholder shall be made, in the case of an annual meeting of shareholders, not later than the close of business on the tenth (10th) day following the Notice Date and, in the case of a special meeting of shareholders, not later than the close of business on the fifteenth (15th) day following the Notice Date.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
In the event of an adjournment or postponement of an annual meeting or special meeting of shareholders or any announcement thereof, a new time period shall commence for the giving of a timely notice under this Article 6.
- Proper Form of Notice. To be in proper written form, a Nominating Shareholder’s notice to the corporate secretary of the Corporation must be in writing and must set forth or be accompanied by, as applicable:
(a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (each a “Proposed Nominee”):
(i) the name, age, business address and residential address of the Proposed Nominee;
(ii) the principal occupation, business or employment of the Proposed Nominee, both present and for the five years preceding the notice;
(iii) whether the Proposed Nominee is a resident Canadian within the meaning of the Act;
(iv) the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;
(v) a description of any relationship, agreement, arrangement or understanding (including financial, compensatory or indemnity related or otherwise) between the Nominating Shareholder and the Proposed Nominee, or any affiliates or associates of, or any person or entity acting jointly or in concert with the Nominating Shareholder or the Proposed Nominee, in connection with the Proposed Nominee’s nomination and election as director;
(vi) whether the Proposed Nominee is party to any existing or proposed relationship, agreement, arrangement or understanding with any competitor of the Corporation or its affiliates or any other third party which may give rise to a real or perceived conflict of interest between the interests of the Corporation and the interests of the Proposed Nominee;
(vii) whether the Proposed Nominee is eligible for consideration as an independent director under the relevant standards contemplated by Applicable Securities Laws or any stock exchange rules that may be applicable to the Corporation; and
(viii) any other information relating to the Proposed Nominee that would be required to be disclosed in a dissident’s proxy circular or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to the Act or any Applicable Securities Laws;
(b) as to each Nominating Shareholder:
(i) the name, business and, if applicable, residential address of such Nominating Shareholder;
(ii) the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by such Nominating Shareholder or any other person with whom such Nominating Shareholder is acting jointly or in concert (and for each such person any options or other rights to acquire shares in the capital of the Corporation, any derivatives or other securities, instruments or arrangements for which the price or value or delivery, payment or settlement obligations are derived from, referenced to, or based on any such shares, and any hedging transactions, short positions and borrowing or lending arrangements relating to such shares) with respect to the Corporation or any of its securities, as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;
(iii) the interests in, or rights or obligations associated with, any agreement, arrangement or understanding, the purpose or effect of which may be to alter, directly or indirectly, such Nominating Shareholder’s economic interest in a security of the Corporation or such Nominating Shareholder’s economic exposure to the Corporation;
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
(iv) full particulars regarding any proxy, contract, arrangement, agreement, understanding or relationship pursuant to which such Nominating Shareholder, or any of its Affiliates or Associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Corporation or the nomination of directors to the board of directors of the Corporation; and
(v) any other information relating to such Nominating Shareholder that would be required to be disclosed in a dissident's proxy circular or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to the Act or any Applicable Securities Laws; and
(c) a written consent duly signed by each Proposed Nominee to being named as a nominee for election to the board of directors of the Corporation and to serve as a director of the Corporation, if elected.
Reference to "Nominating Shareholder" in this Article 7 shall be deemed to refer to each shareholder that nominates or seeks to nominate a person for election as director in the case of a nomination proposal where more than one shareholder is involved in making the nomination proposal.
The Corporation may also require any Proposed Nominee to furnish other information to the extent required under the Act or Applicable Securities Laws to determine whether the nominee would be considered "independent" as a director.
In addition to the provisions of this by-law, a Nominating Shareholder and any Proposed Nominee shall also comply with all of the applicable requirements of the Act, Applicable Securities Laws and applicable stock exchange rules regarding the matters set forth herein.
-
Currency of Notice. All information to be provided in a Nominating Shareholder's notice pursuant to this by-law shall be provided as of the date of such notice. To be considered timely and in proper form, a Nominating Shareholder's notice shall be promptly updated and supplemented if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting.
-
Power of the Chair. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in this by-law and, if any proposed nomination is not in compliance with this by-law, to declare that such defective nomination shall be disregarded.
-
Delivery of Notice. Notwithstanding any other provision of this by-law, notice given to the corporate secretary of the Corporation pursuant to this by-law may only be given by personal delivery or facsimile transmission, and shall be deemed to have been given and made only at the time it is served by personal delivery or sent by facsimile transmission (provided that receipt of the confirmation of such transmission has been received) to the corporate secretary of the Corporation, at the address of the principal executive offices of the Corporation, provided that if such delivery or electronic communication is made on a day which is not a business day or later than 5:00 p.m. (Montreal time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.
BOARD OF DIRECTORS
- Board of Directors Discretion. Notwithstanding the foregoing, the board of directors of the Corporation may, in its sole discretion, waive any requirement in this by-law.
EFFECTIVE DATE
- Effective Date. This by-law is effective as of June 5, 2025.
Saputo
2025 MANAGEMENT INFORMATION CIRCULAR
Saputo
f
^{}[]
in
SAPUTO.COM