Tecsys Inc. — Proxy Solicitation & Information Statement 2024

Jul 24, 2024

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MANAGEMENT INFORMATION CIRCULAR

FOR THE FISCAL YEAR ENDED

APRIL 30, 2024

JULY 24, 2024

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TECSYS Inc.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that the annual and special meeting of shareholders (the “Meeting”) of Tecsys Inc. (the “Company”) will be held at 11:00 a.m. on September 5, 2024. As last year, we will hold our Meeting in a virtual format, which will be conducted via live audio webcast supported by visual aids. Shareholders will be able to participate online by visiting https://meetnow.global/M7Q46VL . At the Meeting, you will have the opportunity to ask questions and vote on all the items to be considered. The Meeting will have the following purposes:

1. Receiving the financial statements of the Company for the financial year ended April 30, 2024 and the report of the auditors thereon;

2. Electing the directors;

3. Appointing the auditors and authorizing the directors to fix their remuneration;

4. Considering and if deemed appropriate, adopting a resolution, the text of which is provided under the section entitled “Approval of Unallocated Options” of the management information circular accompanying this Notice to approve unallocated options to purchase common shares to a maximum (when taken together with then issued and outstanding options) of no greater than 10% of the then issued and outstanding common shares of the Company under the Company’s stock option plan;

5. Considering and if deemed appropriate, adopting a resolution, the full text of which is set out on page 10 of the management information circular accompanying this Notice, to confirm the adoption and ratification of By-Law No. 2 relating to advance notice of director nominations of the Company (the full text of which is reproduced as Schedule D of the management information circular accompanying this notice), adopted by the board of directors of the Company on June 27, 2024; and

6. Transacting such other business as may properly be brought before the Meeting or any adjournment thereof.

We are making the management information circular available online instead of mailing it to you, according to a set of rules developed by the Canadian Securities Administrators called Notice-and-access. Notice-and-access is a set of rules that allows issuers to post electronic versions of proxy-related materials online, via SEDAR+ (www.sedarplus.ca) and one other website, rather than mailing paper copies of such materials to shareholders. Under notice-and-access, shareholders still receive a proxy form or voting instruction form enabling them to vote at the Meeting. However, instead of paper copies of the meeting materials, shareholders receive this notice which contains information on how they may access the meeting materials online and how to request paper copies of such documents.

You can view and download the circular and other meeting materials at www.envisionreports.com/Tecsys2024, https://www.tecsys.com/about-us/investors/ or on SEDAR+ at www.sedarplus.ca. Shareholders are reminded to review the management information circular and other proxy-related materials prior to voting. Before the Meeting, if you would prefer to receive a paper copy of the circular, please call the number below and it will be mailed to you at no cost. Note that the Company will not mail the proxy form or voting instruction form , so please keep the one you received previously.

REGISTERED SHAREHOLDERS

Canada and the United States: 1-866-962-0498 Other countries: +1-514-982-8716

You will need to enter your 15-digit control number as indicated on your form of proxy.

NON-REGISTERED (BENEFICIAL) SHAREHOLDERS

Canada and the United States: 1-877-907-7643 Other countries (English): +1-303-562-9305 Other countries (French): +1-303-562-9306

You can also request a copy of the meeting materials at www.proxyvote.com using the control number on your voting instruction form.

The management information circular will be sent to you within three business days of receipt of your request . Please take shipping time into consideration if you want to be sure to receive the management information circular before the Meeting.

After the Meeting, if you would prefer to receive a paper copy of the circular, please call the Company at 1-514-866-0001 or email the Company at investor@tecsys.com to ask for a printed copy of the management information circular.

DATED at Montréal, Québec, this 24[th ] day of July, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

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Mark J. Bentler, Secretary

IMPORTANT: All shareholders who are unable to attend the Meeting are requested to date, sign and return the enclosed Form of Proxy in the envelope provided for that purpose or vote online in accordance with the instructions in the Form of Proxy. Proxies must be deposited or received at the offices of the Company’s transfer agent and registrar, Computershare Investor Services Inc., 100 University Ave, 8th floor, Toronto, Ontario, M5J 2Y1, Attention: Corporate Services, no later than 11:00 a.m. on the date that is two business days preceding the date of the Meeting or any adjournment thereof. The proxy shall not be used if the shareholder attends the Meeting online and intends to vote his or her shares during the Meeting. Please refer to the management proxy circular for the instructions on how to vote your shares at the Meeting.

TECSYS INC.

MANAGEMENT PROXY CIRCULAR

SOLICITATION OF PROXIES

This Management Proxy Circular (the “Proxy Circular”) is furnished in connection with the solicitation by the management of Tecsys Inc. (the “Company”) of proxies to be used at the annual meeting of shareholders (the “Meeting”) of the Company to be held at the time and place, and in the manner and for the purposes set forth in the attached notice of Meeting (the “Notice of Meeting”). We will hold our Meeting in a virtual format, which will be conducted via live audio webcast supported by visual aids. Shareholders will be able to participate online by visiting https://meetnow.global/M7Q46VL and following the instructions set out below .

It is expected that the solicitation will be conducted primarily by mail but proxies may be solicited by other means of delivery or by telephone or other electronic means by regular employees of the Company or by Computershare Investor Services Inc. (“Computershare”), its transfer agent and registrar, at nominal cost. The cost of solicitation will be borne by the Company.

Unless otherwise indicated, all dollar amounts are expressed in Canadian dollars and references to “$” are to Canadian dollars.

ATTENDING THE ONLINE MEETING

To participate in the Meeting, shareholders (registered and non-registered) will need to visit https://meetnow.global/M7Q46VL. Registered shareholders and duly appointed proxyholders can participate in the Meeting by clicking “ Shareholder ” and entering a Control Number or an Invite Code before the start of the Meeting. For registered shareholders, the 15-digit control number located on the form of proxy or in the email notification you received is the Invite Code.

Shareholders who wish to appoint a third-party proxyholder to represent them at the online Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a shareholder has submitted their proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the meeting. To register a proxyholder, shareholders MUST visit https://www.computershare.com/tecsys by not later than 11:00 a.m. (ET) on September 3, 2024 and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with an Invite Code via email.

In order to participate online, shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing an Invite Code.

Non-registered shareholders must appoint a proxyholder who will be provided by Computershare with an Invite Code after the voting deadline has passed. Non-registered shareholders who have not appointed themselves may attend the meeting by clicking “ Guest ” and completing the online form. They will not be able to vote at the Meeting.

United States Beneficial holders:

To attend and vote at the virtual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then

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register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to:

Computershare 100 University Avenue 8th Floor Toronto, Ontario M5J 2Y1 OR Email at uslegalproxy@computershare.com

Requests for registration must be labeled as “Legal Proxy” and be received no later than 11:00 a.m. (ET) on September 3, 2024. You will receive a confirmation of your registration by email after Computershare receives your registration materials. You may attend the Meeting and vote your shares at https://meetnow.global/M7Q46VL during the Meeting. Please note that you are required to register your appointment at www.computershare.com/tecsys.

The Meeting platform is fully supported across browsers and devices running the most updated version of applicable software plugins. As shareholders, you should ensure you have a strong, preferably high-speed, internet connection wherever you intend to participate in the Meeting. It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. The Meeting will begin promptly at 11:00 a.m. (ET) on September 5, 2024. Shareholders should allow ample time for online check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Meeting log in page. The virtual Meeting allows you to attend the Meeting live, submit questions and your vote while the Meeting is being held if you have not done so in advance of the Meeting.

Guests will be able to attend the Meeting and submit questions through the live webcast only, by joining the webcast as a guest and clicking “ Guest ” at https://meetnow.global/M7Q46VL. They will not be able to vote.

Submitting Questions

At the end of the Meeting, we will hold a live Q&A session, during which we intend to answer all written questions submitted before or during the Meeting. All participants, shareholders, duly appointed proxyholders and guests may submit questions during the Meeting. To ask a question during the Meeting you may do so in writing through the live webcast at https://meetnow.global/M7Q46VL.

The Chairman of the Meeting reserves the right to edit or reject questions he deems profane or otherwise inappropriate. Any questions pertinent to the Meeting that cannot be answered during the - Meeting due to time constraints will be posted online and answered at https://infohub.tecsys.com/annual and-special-meeting. The questions and answers will be available as soon as practical after the Meeting and will remain available until one week after posting. The chairman 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 chairman of the Meeting may exercise broad discretion in the order in which questions are addressed and the amount of time devoted to any one question.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy (“Proxy”) are officers of the Company. A shareholder desiring to appoint a person to represent him or her at the Meeting other than the persons whose names are printed as proxy may do so either by striking out the printed names and inserting the name of his or her chosen proxy in the blank space provided in that Proxy or by

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completing another proper form of proxy and, in either case, depositing the completed Proxy with the Company’s transfer agent and registrar, Computershare Investor Services Inc., 100 University Ave, 8th floor, Toronto, Ontario, M5J 2Y1, Attention: Corporate Services, submitting the Proxy by phone at 1-866-734VOTE (8683) or by email at www.investorvote.com, not later than 11:00 a.m. on the date that is two business days preceding the date of the Meeting or any adjournment thereof. To be valid, a Proxy must be executed legally by a registered shareholder, as registered. A Proxy executed by a registered shareholder which is a corporation must be properly executed and evidence of authority to sign, satisfactory to the Company, may be filed with such Proxy or may be requested by the Company prior to accepting such Proxy for use at the meeting.

A shareholder may revoke a Proxy given pursuant to this solicitation with respect to any matter brought before the Meeting on which a vote has not already been cast, by depositing an instrument in writing executed by him or her or by his or her attorney authorized in writing, with the Company’s transfer agent and registrar, Computershare Investor Services Inc., 100 University Ave, 8th floor, Toronto, Ontario, M5J 2Y1, Attention: Corporate Services, at any time up to and including the last business day immediately preceding the day of the Meeting or any adjournment thereof. A shareholder may also revoke a Proxy in any other manner permitted by law. If a shareholder who has given a proxy personally attends the virtual Meeting, at which such proxy is to be voted, such shareholder may revoke the proxy and vote via the virtual Meeting platform.

You are a non-registered shareholder or “beneficial owner” if your shares are held by a nominee, that is, if your shares have been deposited with or held by a bank, a trust company, an investment dealer, a stockbroker, a trustee or any other institution. The Company shall send the Notice of Meeting and the voting instruction form directly to the non-objecting beneficial owners and shall send the Notice of Meeting and voting instruction form indirectly to the objecting beneficial owners. The Company intends to reimburse a dealer or other nominee or intermediary for its costs and expenses to send the Notice of Meeting and voting instruction form to the objecting beneficial owners. These objecting beneficial owners will obtain these documents only if their dealer or other nominee or intermediary assumes postage costs.

It is important that non-registered shareholders adhere to the voting instructions provided to them. Since the Company’s transfer agent and registrar, Computershare, does not have a record of the names of the Company’s non-registered shareholders, it will have no knowledge of a non-registered shareholder’s right to vote, unless the nominee has appointed the non-registered shareholder as a proxyholder. Non-registered shareholders that wish to vote at the Meeting must insert their name in the space provided on the proxy or a voting instruction form, and adhere to the signing and return instructions as specified therein. By doing so, non-registered shareholders are appointing themselves as proxyholder. Registering your proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving an Invite Code to participate in the online Meeting. If you have not appointed yourself as a proxyholder in accordance with the instructions on your voting instruction form, you can participate in the Meeting as a guest. Guests will be able to listen to the Meeting proceedings and ask questions, but will not be able to vote.

To register a proxyholder, shareholders MUST visit https://www.computershare.com/tecsys by 11:00 a.m. (ET) on September 3, 2024 and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with an Invite Code via email. Without an Invite Code, proxyholders will not be able to vote at the online Meeting .

VOTING THE SHARES

Shareholders wishing to vote at the Meeting do not need to complete or return a proxy form or voting instruction form, as applicable. The day of the Meeting, all registered shareholders and duly appointed proxyholders, will be able to vote via the live webcast by completing a ballot online during the Meeting. Shareholders will need to visit https://meetnow.global/M7Q46VL and check-in by clicking

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“ Shareholder ” before the start of the Meeting, as further described under “Attending the Online Meeting”. Non-registered shareholders who appoint themselves as a proxyholder MUST register with Computershare at https://www.computershare.com/tecsys after submitting their voting instruction form in order to receive an Invite Code (please see the information under the section entitled “Appointment and Revocation of Proxies” for details).

In order to participate online, shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing an Invite Code.

If you wish to vote at the Meeting, you will need to enter your 15-digit control number to login to the online Meeting and accept the terms and conditions. When an online ballot is put forth, you will be able to cast your votes. Any and all previously submitted proxies will be revoked. If you have already voted by proxy, but still login into the Meeting with your 15-digit control number, your previously submitted proxy will remain if you do not cast any votes on the ballot on the matter put forth at the Meeting.

Due to the holding of a virtual meeting, voting will be conducted by ballot only.

VOTING OF PROXIES

The persons named in the enclosed proxy will vote the shares in respect of which they are appointed by proxy in accordance with the instructions given by the shareholder thereon. In the absence of such instructions, shares will be voted for matters identified in the Notice of Meeting . The enclosed proxy confers discretionary authority upon the person or persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting, or other matters which may properly come before the Meeting. At the time of printing of this Proxy Circular, the management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

To register a proxyholder, shareholders MUST visit https://www.computershare.com/tecsys by not later than 11:00 a.m. (ET) on September 3, 2024 and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with an Invite Code via email. Without an Invite Code, proxyholders will not be able to vote at the online Meeting . Please refer to the section entitled “Appointment and Revocation of Proxies”.

SHARES ENTITLED TO BE VOTED

The share capital of the Company presently consists of an unlimited number of common shares (“Common Shares”) and an unlimited number of Class A Preferred Shares (“Class A Preferred Shares”) issuable in series. The Company has fixed July 19, 2024 as the record date (the “Record Date”) for the purpose of determining the shareholders entitled to receive notice of and to vote at the Meeting. As of July 19, 2024 there were 14,800,187 Common Shares and no Class A Preferred Shares outstanding Each Common Share entitles its holder or any proxy named by him or her to one vote at the Meeting or at any adjournment thereof. Any Common Share that is registered at the close of business on the Record Date will entitle its holder or any proxy named by him or her to receive notice of and to vote at the Meeting and at any adjournment thereof. Shares may be voted for or against with respect to the election of directors and may be voted for or be withheld from voting with respect to the appointment of auditors and the authorization of the directors to fix their remuneration.

The Company shall prepare, no later than ten days after the Record Date, an alphabetical list of shareholders entitled to vote at the Meeting that indicates the number of shares held by each shareholder. The list of shareholders entitled to vote at the Meeting is available for inspection during usual business hours at the office of the Company’s transfer agent and registrar, Computershare Investor Services Inc., located at 100 University Ave, 8th floor, Toronto, Ontario, M5J 2Y1, as well as at the Meeting.

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Unless otherwise indicated, the matters submitted to a vote at the Meeting must be approved by a majority of the votes cast by the holders of Common Shares attending the Meeting in person or by proxy.

2025 SHAREHOLDER PROPOSALS

The period of submitting shareholder proposals will start on April 8, 2024 and end on June 7, 2025 to be considered for inclusion in the management proxy circular to be prepared for the 2025 annual meeting of shareholders of the Company.

PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the financial year ended April 30, 2024 (“Fiscal 2024”) and the report of the auditors thereon will be placed before the Meeting.

ELECTION OF DIRECTORS

The board of directors (the “Board”) has set the number of directors to be elected at the Meeting at nine. Each director elected at the Meeting will hold office until the next annual meeting of the shareholders or until the election of his or her successor unless he or she resigns or his or her office becomes vacant by death, removal or other cause.

The persons whose names are printed in the Proxy intend to vote FOR the election of the nine persons whose names are set out below unless specifically instructed on the Proxy to withhold such vote. Management of the Company does not contemplate that any such person will be unable or for any reason will become unwilling to serve as a director, but if that should occur for any reason prior to the election, the persons named in the Proxy reserve the right to vote for another properly qualified nominee in their discretion.

Majority Voting

The Canada Business Corporations Act (“CBCA”) requires shareholders to vote “for” or “against” individual directors in the event of an uncontested election of the Company’s directors. If a nominee does not receive a majority of votes cast in their favour, the nominee will not be elected as a director and the Board position will remain open. In the case of incumbent directors, such director must tender his or her resignation to the Board immediately following the Meeting, in which case they may continue in office until the earlier of (i) the 90th day after the election, or (ii) the day on which his or her successor is appointed or elected. A nominee who does not receive a majority of votes in their favour may not be appointed a director by the Board before the next annual meeting of shareholders, except if necessary to ensure the Board complies with Canadian residency requirements or to satisfy the requirements that at least two directors are not also officers of the Company or its affiliates, in compliance with the CBCA.

Nominees

The following table and notes thereto set out the name of each of the nominees for election as directors, his or her province or state and country of residence, all positions and offices with the Company held by such nominee, if any, his or her principal occupation, his or her directorships with other reporting issuers, the period of service as a director of the Company and the number of Common Shares beneficially owned by him or her or over which he or she exercises control or direction as at June 27, 2024.

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Principal

		Principal
		occupation/Directorships with
Name	Office held	other reporting issuers	Director since	Equity Ownership
David Brereton(1)	Executive	Executive Chairman of the Board,	September 17,	1,916,140
Québec, Canada	Chairman of the	Tecsys Inc.	1997	Common Shares
	Board and Director			124,352 Options
Peter Brereton(2)	President, Chief	President and Chief Executive	September 17,	395,889 Common
Québec, Canada	Executive Officer	Officer,	1997	Shares
	and Director	Tecsys Inc.		248,702 Options
David Booth(4)(5)(7)	Director	Investor,	September 8,	27,427 Common
Virginia, USA		BackOffice Associates LLC	2016	Shares
				32,443 Options
Andrew	Director	Chairman, XTM International Ltd	November 3,	0 Common
Kirkwood(3)(5)(8)		Consultant, AEK Ventures Ltd	2023	Shares
Wokingham, UK				12,716 Options
Vernon Lobo(3)(5)(6)	Lead Independent	Managing Director, Mosaic	October 17, 2006	149,327 Common
Ontario, Canada	Director	Venture Partners Inc.		Shares
		(private venture capital firm)		32,443 Options
		Other Directorships:
		AirIQ Inc., EQ Works Inc.,
		Flow Capital Corp., Pivotree Inc.,
		MiniLuxe Inc.
Kathleen Miller(4)(9)	Director	Corporate Director	September 10,	3,000 Common
Florida, USA		Other Directorship:	2020	Shares
		Visioneering Technologies inc.		30,663 Options
Steve Sasser(3)(4)	Director	Co-Founder and Managing	April 29, 2009	59,927 Common
Texas, USA		Principal, Swordstone Partners		Shares
		(consulting and software		32,443 Options
		company)
Sripriya Thinagar(10),	Director	Co-Founder, My Alamari LLC	Director	0 Common Shares
Texas, USA	Nominee		Nominee	0 Options
Stephany	Director	Chief Marketing Officer, Teladoc	Director	0 Common Shares
Verstraete(11),	Nominee	Health, Inc.	Nominee	0 Options
New York,USA

Notes:

• (1) David Brereton, directly and through his holding company, Dabre Inc., and his spouse, Kathryn EnsignBrereton, hold respectively 917,038 and 999,102 common shares, which represent respectively 6.20% and 6.75% of the outstanding common shares. David Brereton disclaims beneficial ownership and control or direction over the common shares held by Kathryn Ensign-Brereton.

• (2) Peter Brereton and his spouse, Sharon House, hold respectively 315,730 and 80,159 common shares. Peter Brereton disclaims beneficial ownership and control or direction over the common shares held by Sharon House

• (3) Member of the Compensation Committee. Steve Sasser is the Chair of the Compensation Committee.

• (4) Member of the Audit Committee. Kathleen Miller is the Chair of the Audit Committee.

• (5) Member of the Nominating Committee. David Booth is the Chair of the Nominating Committee.

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• (6) Vernon Lobo is Lead Independent Director. Vernon Lobo and his spouse, Ingrid Lobo, hold respectively 67,327 and 82,000 common shares. Vernon Lobo disclaims beneficial ownership and control or direction over the common shares held by Ingrid Lobo.

• (7) David Booth is an investor at BackOffice Associates LLC since January 2018. Previously, Mr. Booth was the President, Chairman and Chief Executive Officer of BackOffice Associate LLC from August 2011 to January 2018.

• (8) Andrew Kirkwood is the Chair of XTM International Ltd., a leading provider of translation management software. Mr. Kirkwood was previously Chief Executive Officer at BluJay Solutions from 2019 to 2021.

• (9) Kathleen Miller is a corporate director. She was Chief Financial Officer at Energy Exemplar from December 2020 to March 2021. Ms. Miller was previously Chief Financial Officer at Nitro Software Inc. from 2019 to 2020 and Chief Financial Officer and Chief Operating Officer at NCourt LLC from 2014 to 2018.

• (10) Sripriya Thinagar is the Co-Founder of My Alamari LLC. Ms. Thinagar was previously Executive Vice-President Technology at Olo Inc. from October 2021 to April 2024 and Vice-President Research & Development at Manhattan Associates from May 2014 to September 2021.

• (11) Stephany Verstraete is the Chief Marketing Officer of Teladoc Health, Inc. and has held that position since 2015.

To the knowledge of the Company, no proposed director of the Company is, as at the date hereof, or has been within ten years before the date hereof, a director, chief executive officer or chief financial officer of any company that was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (a) that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or (b) that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

To the knowledge of the Company, no proposed director of the Company (a) is, as at the date hereof, or has been within ten years before the date hereof, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (b) has, within the ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.

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Directors’ Attendance Record

The overall attendance rate for the Board in Fiscal 2024, including special meetings, was 100% for the Board, 100% for the compensation committee of the Board (the “Compensation Committee”), 100% for the audit committee of the Board (the “Audit Committee”) and 100% for the corporate governance and nominating committee of the Board (the “Nominating Committee”). Detailed meeting and attendance information is provided in the following table.

Name		Attendance	Attendance
	Board of Directors	Compensation Committee	Audit Committee	Nominating Committee
David Booth	7 of 7	N/A	5 of 5	3 of 3
David Brereton	7 of 7	N/A	5 of 5	N/A
Peter Brereton	7 of 7	N/A	5 of 5	N/A
Vernon Lobo	7 of 7	2 of 2	N/A	3 of 3
Steve Sasser	7 of 7	2 of 2	5 of 5	N/A
Rani Hublou(1)	2 of 2	1 of 1	N/A	3 of 3
Andrew Kirkwood(2)	4 of 4	1 of 1	N/A	N/A
Kathleen Miller	7 of 7	N/A	5 of 5	N/A

Note:

(1) Rani Hublou did not stand for re-election at the September 7, 2023, annual shareholder meeting. Ms. Hublou attended all meetings of the Board, Compensation Committee and Nominating Committee held in Fiscal 2024 prior to September 7, 2023.

(2) Andrew Kirkwood was appointed to the Board on November 3, 2023, and was named to the Compensation Committee and Nominating Committee on the same date. Mr. Kirkwood attended all Board and committee meetings after his appointment.

APPOINTMENT OF AUDITORS

At the Meeting, management of the Company will propose that KPMG LLP, Chartered Professional Accountants be appointed as auditors of the Company for the ensuing year at a remuneration to be fixed by the directors of the Company. KPMG LLP has been the auditors of the Company since October 17, 2006. To be effective, the resolution appointing auditors must be passed by a majority of the votes cast by the shareholders who vote in respect of that resolution.

Unless otherwise instructed, the persons named in the Proxy intend to vote FOR the appointment of KPMG LLP, Chartered Professional Accountants, as auditors of the Company, to hold office until the termination of the next annual meeting of the Company, at a remuneration to be fixed by the directors of the Company.

APPROVAL OF UNALLOCATED OPTIONS

The Company maintains a stock option plan (the “Stock Option Plan”) to assist and encourage directors, officers, employees and consultants of the Company and its subsidiaries (the “Eligible Participants”) to perform at their highest level in order to maximize shareholder value and to permit Eligible Participants to share in the growth and development of the Company. A summary of the material provisions of the Stock Option Plan may be found under the heading “Executive Compensation – Tecsys Stock Option Plan” and a copy of the Stock Option Plan can be found on the Company’s SEDAR+ profile.

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The Stock Option Plan was adopted on July 5, 2018 and approved at the Company’s annual and special meeting held on September 6, 2018. The Stock Option Plan was subsequently amended and restated in 2021 as approved by the shareholders of the Company at the annual and special meeting of the Company held on September 9, 2021 (“2021 Meeting”). The Stock Option Plan is an “evergreen plan”, which provides that the maximum number of Common Shares issuable pursuant to the Stock Option Plan may not exceed 10% of the Company’s issued and outstanding Common Shares from time to time. Since the Stock Option Plan does not have a fixed maximum number of Common Shares that may be subject to Options granted under the Stock Option Plan, the Company is required by the Toronto Stock Exchange (the “TSX”) to seek shareholder approval every three years for any unallocated entitlements (Options available but not yet granted). As a result, shareholders of the Company will be asked at the Meeting to pass an ordinary resolution to approve all unallocated entitlements under the Stock Option Plan (the “Stock Option Plan Resolution”).

As at June 27, 2024, 1,023,650 Options (representing approximately 6.92% of the aggregate issued and outstanding Common Shares as at that date) are currently issued and outstanding under the Stock Option Plan out of a maximum allocation of 1,480,145 Options (representing approximately 10% of the current issued and outstanding Common Shares). As a result, there are currently 456,495 unallocated options available for issuance that may be granted in the future (representing approximately 3.08% of the aggregate issued and outstanding Common Shares as at June 27, 2024).

For the Stock Option Plan Resolution to be adopted, it must be approved by at least 50% plus one of the votes cast at the Meeting. As an item of special business, shareholders of the Company will be asked at the Meeting to consider and, if thought fit, adopt the following Ordinary Resolutions:

“RESOLVED THAT:

1. All unallocated options to acquire common shares of Tecsys Inc. (“Tecsys”) entitled to be granted under its Stock Option Plan, to a maximum (when taken together with the number of options then issued and outstanding) of no greater than 10% of the issued and outstanding common shares of Tecsys at any given time, be approved and are authorized to be issued.

2. Tecsys shall have the ability to continue granting Options under the Stock Option Plan until September 5, 2027, being the date that is three years from the date shareholder approval is being sought at a shareholder meeting.

3. Any one officer or director of Tecsys be and is hereby authorized to execute and deliver all such agreements and documents, whether under the corporate seal or otherwise, and to take all action, as such officer or director shall deem necessary or appropriate to give effect to the foregoing resolutions.

4. The board of directors of Tecsys may revoke this resolution before it is acted upon, without further approval of the shareholders.”

The above resolution must be approved by a simple majority of votes cast by shareholders of the Company present at the Meeting or represented by proxy in respect of this resolution.

Unless otherwise instructed, the persons whose names are printed in the Proxy intend to vote

FOR the foregoing resolutions. On June 27, 2024, the Board, on recommendation of the Compensation Committee, has determined that the continuation of the Stock Option Plan is in the best interests of the Company and has approved the unallocated Options for which approval is sought.

• 10 - The authorization approved at the 2021 Meeting will expire on September 9, 2024. Regardless of whether or not these resolutions are passed, outstanding Options at September 5, 2024 will be unaffected. If the resolution to approve unallocated Options is not passed, all unallocated Options will be cancelled and no further Options will be granted until shareholder approval is obtained.

ADOPTION OF ADVANCE NOTICE BY-LAW

On June 27, 2024, the Board, upon the recommendation of the Nominating Committee, adopted By-Law No. 2 (the “Advance Notice By-Law”). The following is a summary 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 D to this Proxy Circular. The Advance Notice By-Law establishes a framework for the nomination of directors by shareholders. 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 with respect to director nominees. The Advance Notice By-Law does not interfere with the ability to nominate directors by way of a shareholder proposal or requisition a meeting in accordance with the CBCA.

To nominate one or more directors for election to the Board, a shareholder must give a valid notice to the Company (the “Nomination Notice”):

• i) in the case of an annual meeting of shareholders (including an annual and special meeting), not less than 30 days prior to the date of the meeting, provided, however, that:

• a. in the event that the meeting is to be held on a date that is less than 50 days after the date on which the first notice to shareholders or first public notice (including materials published by the Company by way of a press release or on the Company’s SEDAR+ profile) is announced (the “Meeting Notice Date”), the Nomination Notice is received no later than the close of business on the 10th day after the Meeting Notice Date; and

• b. in the event the Company continues to use “notice-and-access” (as defined in National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer) to send proxy-related materials to shareholders in connection with an annual meeting, the Nomination Notice must be received no later than 40 days before the date of the annual meeting;

• ii) in the case of a special meeting (which is also an annual meeting) of shareholders called for the purpose of electing directors (whether or not also called for the purpose of conducting other business), the Nomination Notice must be delivered no later than the close of business on the 15th day after the Meeting Notice Date.

In the event of an adjournment or postponement of the annual or special meeting of the shareholders, a new period for Nomination Notices will apply.

The Advance Notice By-Law includes certain requirements to include a sufficiently detailed description of the proposed nominees. The Advance Notice By-Law also 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 Nominating Committee and the Board believes that the Advance Notice By-Law sets out a clear process for shareholders who intend to nominate directors at a shareholders’ meeting, providing reasonable timeframes for shareholders to notify the Company and disclose sufficient information concerning the proposed nominees mandated by applicable securities laws. The Board will better be able to evaluate the proposed nominees’ qualifications as directors and respond in the best interests of the Company, and shareholders will be able to make well-informed decisions about director nominees.

Pursuant to the provisions of the CBCA, shareholders must confirm the Advance Notice By-Law at the Meeting. In order for the Advance Notice By-Law to be confirmed, it must be approved by at least 50%

• 11 -

plus one of the votes cast at the Meeting. If shareholders do not approve the ordinary resolution confirming the adoption of the Advance Notice By-Law, it will not be effective or binding on the Company. As an item of special business, shareholders of the Company will be asked at the Meeting to consider and, if thought fit, adopt the following ordinary resolution (the “Advance Notice By-Law Resolution”):

“RESOLVED that By-Law No. 2 of the Company, in the form adopted by the Board of Directors on June 27, 2024 and attached as Schedule D to the Proxy Circular of the Company dated July 24, 2024 be and is hereby confirmed without amendment as a by-law of the Company;

RESOLVED 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; and

RESOLVED that the Board of Directors of the Company be, and it is hereby, authorized to cause all measures to be taken, such further agreements to be entered into and such further documents to be executed as may be deemed necessary or advisable to give effect to and fully carry out the intent of this resolution.”

Unless otherwise instructed, the persons whose names are printed in the Proxy intend to vote FOR the Advance Notice By-Law Resolution.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board and senior management consider good corporate governance to be central to the effective, efficient and prudent operation of the Company.

Pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58101”) and the CBCA, the Company is required to disclose information relating to its corporate governance practices. The Company’s approach to corporate governance is set out in tabular form and is attached to this Proxy Circular as Schedule A. Management is available to shareholders at all times to respond to questions and concerns. Shareholder concerns are dealt with on an individual basis, usually by providing requested information.

AUDIT COMMITTEE INFORMATION

Reference is made to the Annual Information Form of the Company for Fiscal 2024 for disclosure of information relating to the Audit Committee required under Form 52-110F1 to Multilateral Instrument 52-110 – Audit Committees. A copy of this document can be found on SEDAR+ at www.sedarplus.ca or by contacting the Secretary of the Company upon request at 1 Place Alexis Nihon, Suite 800, Montréal, Québec, H3Z 3B8, telephone: (514) 866-0001.

EXECUTIVE COMPENSATION

The Company’s executive compensation policies and practices, including information about the compensation of the Chief Executive Officer (the “CEO”), the Chief Financial Officer (the “CFO”) and the three other most highly compensated executive officers of the Company who were serving as executive officers of the Company on April 30, 2024 (collectively, the “Named Executive Officers” or “NEOs”) are discussed in this section.

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Compensation Committee

In February 2007, the Board adopted a Charter (the “Compensation Committee Charter”) for the Compensation Committee. The Compensation Committee Charter is reviewed by the Board annually, most recently by a Board resolution of June 27, 2024. It is attached hereto as Schedule C. The Compensation Committee Charter states that the Compensation Committee is appointed by the Board to discharge the Board’s duties and responsibilities relating to the compensation of the Company’s Executive Chairman, CEO and senior management, as well as to review the human resource policies and practices that cover the Company’s employees. The Compensation Committee reviews the Company’s overall compensation philosophy and corporate succession and development plans at the executive officer level.

The Compensation Committee Charter provides that the Compensation Committee shall be composed of no less than three independent members meeting securities law or TSX requirements for compensation committee members. The Compensation Committee Charter stipulates that each member is appointed by the Board on an annual basis and serves until the earlier of (i) the close of the next annual shareholders’ general meeting or (ii) his or her death, resignation, disqualification or removal from the Compensation Committee by the Board. The Board fills any vacancy in the membership of the Compensation Committee. The members of the Compensation Committee are Vernon Lobo, Chair, Steve Sasser, and Andrew Kirkwood, all of whom are independent directors of the Company. The occupations and board memberships of the Compensation Committee members are described under “Election of Directors”. Mr. Lobo was awarded a BASc in engineering from the University of Waterloo and a Master of Business Administration from Harvard University, School of Business where he was a Baker Scholar. Mr. Lobo is also a member of the board of directors of several other companies. Mr. Sasser holds a BBA and a Master of Business Administration from Southern Methodist University, with a concentration in finance. Currently, Mr. Sasser is a Managing Principal of Swordstone Partners Mr. Kirkwood holds a honors BA degree from the University of Portsmouth. Mr. Kirkwood is currently the Chairman of XTM International Ltd. Mr. Kirkwood was previously Chief Executive Officer at BluJay Solutions from 2019 to 2021.

The Compensation Committee is familiar with compensation packages in the industry and familiarizes itself with remuneration practices in general. The Compensation Committee has also been mandated to recommend to the Board the corporate objectives which the President and CEO are responsible for meeting, to review the annual performance of this officer in light of these objectives, and to make recommendations to the Board with respect to his remuneration. The Compensation Committee is authorized, pursuant to the Compensation Committee Charter, to retain external legal counsel, executive compensation consultants and other advisors to assist it in its responsibilities should it deem it necessary to do so. The Compensation Committee Charter provides that the chair of the Compensation Committee reports to the Board at each meeting on material matters arising at the Compensation Committee meetings and presents recommendations of the Compensation Committee to the Board for its approval.

The Company engaged Arthur J. Gallagher &Co., a compensation consulting firm, during Fiscal 2022 to review the compensation of the CEO and CFO. The study was comprised of a mix of nineteen Canadian and U.S. software companies with revenue between $34 million and $473 million with a median of $134 million, and a market capitalization of between $105 million and $5.5 billion with a median of $541 million. The market values for base salaries, target cash compensation and total compensation were determined using a weighted blend of median market values of two thirds for the Canadian companies and one third for the U.S. companies. The main recommendation from the consulting firm was to increase the long-term incentive of the CFO as his overall compensation was found to be significantly below the average of CFOs in the comparator group. The fees incurred for this executive compensation review conducted by Arthur J. Gallagher & Co. were $12,000. In Fiscal 2024, Arthur J. Gallagher & Co. provided services related to Human Resources performance management. The fees incurred for this were $1,000.

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Compensation Discussion and Analysis

General Principles of Executive Compensation

The Company’s compensation program consists principally of salary, bonuses and Executive Share Purchase Plan combined with Stock Option Plan.

Further, the Company’s executive compensation programs are designed to attract and retain highly qualified senior executives and recognize that long-term performance incentives are an integral part of aligning the interests of executive officers and the Company’s shareholders.

The Company’s executive compensation packages are designed to enable the Company to increase its profitability and shareholder value and attract and retain those key individuals who can realize and ensure the short-term and long-term success of the Company. As such, the policies and programs link rewards to individual contribution, the Company’s success and shareholder financial interests.

The variable short-term incentives included in NEO compensation range between 50% and 100% of base salary at plan. See “Components of Executive Compensation” for the financial targets used to gauge when incentive compensation is paid. These targets are primarily based on gross margin, SaaS revenue, annual recurring revenue, professional services bookings, customer satisfaction and other specific objectives.

The following table outlines the performance objectives, the weights which they are assigned, and the results achieved relative to these measures during Fiscal 2024:

Objective	Weighting	Payout	% of Actual to Target
Adjusted EBITDA(1)(2)	N/A	(7%)	N/A
Gross Margin	23%	17%	74%
SaaS Revenue	14%	11%	77%
Total Annual RecurringRevenue	45%	41%	91%
Professional Services Bookings	7%	0%	0%
Customer Satisfaction	8%	8%	103%
Specific Objectives	3%	2%	95%

Note:

(1) Adjusted EBITDA was the overall funding regulator such that total performance attainment on the other objectives was determined and then the payout was subject to increase or decrease based on Adjusted EBITDA attainment.

(2) Adjusted EBITDA, Total Annual Recurring Revenue and Professional Services Bookings do not have any standardized meaning prescribed by the International Financial Reporting Standards (“IFRS”) and therefore may not be comparable to similarly titled indicators reported by other companies and cannot be reconciled to a directly comparable IFRS Please refer to the section entitled “Non-IFRS Performance Measure and Key Performance Indicators” of this Proxy Circular for more information.

• 14 -

The Compensation Committee has assessed these policies and procedures and is of the view that they are unlikely to present risks that could have a material adverse effect on the Company. The Compensation Committee has determined that there is low probability for any NEO to take excessive risk in maximizing any financial targets.

Non-IFRS Performance Measure and Key Performance Indicators

The Company uses a non-IFRS financial performance measure namely Adjusted EBITDA and certain key performance indicators which are described below. Many of these non-IFRS measures and key performance indicators do not have any standardized meaning prescribed by IFRS and are unlikely to be comparable to similarly titled measures reported by other companies. Readers are cautioned that the disclosure of these metrics is meant to add to, and not to replace, the discussion of financial results determined in accordance with IFRS. Management uses IFRS, non-IFRS measures and certain key performance indicators when planning, monitoring and evaluating the Company’s performance.

The non-IFRS measures and key performance indicators should not be considered as alternatives to, or more meaningful than, measures of financial performance determined in accordance with IFRS as indicators of performance. The terms and definitions of the non-IFRS measures and a reconciliation to the most directly comparable IFRS measures are presented in the management’s discussion and analysis of financial condition and results of operation of the Company, dated June 27, 2024, as at and for Fiscal 2024 and the financial year ended April 30, 2023 (“Fiscal 2023”).

EBITDA and Adjusted EBITDA

EBITDA is calculated as earnings before interest expense, interest income, income taxes, depreciation and amortization. Adjusted EBITDA is calculated as EBITDA before stock-based compensation, gain on remeasurement of lease liability, recognition of tax credits generated in prior periods and restructuring costs. The exclusion of interest expense, interest income, income taxes and restructuring costs eliminates the impact on earnings derived from non-operational activities and nonrecurring items, and the exclusion of depreciation, amortization, stock-based compensation, gain on remeasurement of lease liability and recognition of tax credits generated in prior periods eliminates the non-cash impact of these items.

The Company believes that these measures are useful measures of financial performance without the variation caused by the impacts of the items described above and that could potentially distort the analysis of trends in our operating performance. In addition, they are commonly used by investors and analysts to measure a company’s performance, its ability to service debt and to meet other payment obligations, or as a common valuation measurement. Excluding these items does not imply that they are necessarily non-recurring. Management believes these non-GAAP financial measures, in addition to conventional measures prepared in accordance with IFRS, enable investors to evaluate the Company’s operating results, underlying performance and future prospects in a manner similar to management. Although EBITDA and Adjusted EBITDA are frequently used by securities analysts, lenders and others in their evaluation of companies, they have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of the Company’s results as reported under IFRS.

• 15 -

Recurring Revenue

Recurring revenue (also referred to as Annual Recurring Revenue (ARR)) is defined as the contractually committed purchase of SaaS, maintenance, and customer support services over the next twelve months. The quantification assumes that the customer will renew the contractual commitment on a periodic basis as they come up for renewal unless the customer has cancelled. This portion of the Company’s revenue is predictable and stable.

Bookings

Broadly speaking, bookings refer to the total value of accepted contracts. This includes SaaS ARR bookings (the average annual value of committed SaaS recurring revenue at the time of contract signing) and professional services bookings. The Company believes that these metrics are primary indicators of business performance.

Benchmarking

The Company’s executive compensation program is designed so that the annual compensation for executive officers remains competitive with the compensation for comparable employment, responsibilities and performance of other North American companies whose business endeavours are similar to those of the Company.

In Fiscal 2022, the Company conducted a review of nineteen software and high technology companies, the shares of which are listed on Canadian and U.S. stock exchanges, to benchmark its CEO and CFO compensation program. Since then, the Company has not performed any benchmark analysis of its executive compensation program. The Company intends to perform a benchmark analysis of its executive compensation program every three years.

Components of Executive Compensation

During Fiscal 2024, the components of the total compensation of executive officers were:

• base salary,

• an annual, variable incentive payment or bonus; and

• equity incentives (Executive Share Purchase Plan combined with Stock Option Plan).

Base Salary

Base salary recommendations are determined based on market data for positions of similar responsibilities and complexity in the comparator group, on internal comparisons and on the individual’s ability, experience and contribution level. Base salaries for each NEO were established in his employment agreement with the Company and each NEO’s base salary and those of the executive group are reviewable on an annual basis. Base salaries for individual executive positions may also be reviewed outside of the regular cycle so as to take into consideration market pressures.

Salary and benefits comprise a portion of the total cash-based compensation for each NEO, however, at-risk short-term incentives comprise a significant component of total cash compensation. Compensation that is at-risk may, or may not, be paid to an NEO depending on whether the individual is able to meet or exceed particular performance targets (including performance targets for the Company as a whole). The chart below provides the approximate pay mix that each NEO was eligible for in Fiscal 2024:

• 16 -

Base Salary and Pay Mix

		Short Term Incentive
NEOs	Salary % not at Risk	% at Risk
David Brereton	57%	43%
Executive Chairman
Peter Brereton	57%	43%
President and Chief Executive Officer
Mark J. Bentler	67%	33%
Chief Financial Officer
Vito Calabretta	67%	33%
Chief Customer Officer
Bill King	50%	50%
Chief Revenue Officer

Annual Incentive Compensation Arrangements

The Company’s annual incentive plans are intended to focus and reward executives on the achievement of current year financial targets, key Company and/or group objectives and some strategic individual performance objectives. Financial threshold targets are approved by the Board at the commencement of the fiscal year and are required to be met for payments to be made according to plan criteria.

The Board, on the recommendation of the Compensation Committee, may exceptionally award at-risk compensation to a NEO even if his financial targets have not been achieved. The Board did not exercise such discretion during Fiscal 2024.

The performance bonuses for Fiscal 2024 of the President and CEO, Executive Chairman, Chief Revenue Officer and Chief Customer Officer were based on meeting (1) an Adjusted EBITDA target; (2) a total Annual Recurring Revenue target; (3) a gross margin target; (4) a SaaS Revenue target; (5) a customer satisfaction target; and (6) a professional services bookings target. For further information on the measures used to evaluate and compensate performance, see “General Principles of Executive Compensation”.

The performance bonus for Fiscal 2024 of the CFO was based on meeting (1) an Adjusted EBITDA target; (2) a total Annual Recurring Revenue target; (3) a gross margin target; (4) financial management objectives; (5) a SaaS revenue target; (6) a customer satisfaction target; and (7) a professional services bookings target.

The target incentive levels of the executive group are reviewed at the same time as the base salaries.

• 17 -

Equity Incentives

On July 7, 2011, the Board authorized the establishment of the Executive Share Purchase Plan (as defined below) which provides for mandatory purchases of Common Shares by certain key executives of the Company in order to better align the Participants’ (as defined below) financial interests with those of the holders of Common Shares, create ownership focus and build long-term commitment to the Company. Participation in the Executive Share Purchase Plan is generally required to participate in the Stock Option Plan. Each Participant is required to make annual purchases of Common Shares through the facilities of the TSX secondary market having an aggregate purchase price equal to 10% of his or her annual base salary. Annual Purchases (as defined below) must be made within 90 days of May 1 of every fiscal year. Each Participant has the obligation to make Annual Purchases until he or she owns Common Shares having an aggregate market value equal to 50% of his or her base salary. See “Executive Share Purchase Plan”.

On July 5, 2018, the Board authorized the establishment of the Stock Option Plan pursuant to which directors, NEOs and other key employees will be granted Options (as defined in the Stock Option Plan) to purchase Common Shares. On September 9, 2021, the shareholders of the Company approved the unallocated Options to purchase common shares to a maximum (when taken together with then issued and outstanding Options) of no greater than 10% of the then issued and outstanding common shares of the Company under the Company’s Stock Option Plan. For Fiscal 2024, an aggregate number of 283,874 Options were granted to the directors, NEOs and other key employees of the Company. See “Tecsys Stock Option Plan”.

With a continued desire to align senior executive incentives with the financial interests of shareholders, the Board of Directors has decided to add a performance-based vesting criterion on Options granted under the Stock Option Plan during or after calendar 2022 to the Executive Chairman, the CEO and the CFO. The Board of Directors decided to add a performance-based vesting criterion on Options granted under the Stock Option Plan on or after June 27, 2024, to all participants. The performance-based vesting criterion will be tied to the SaaS revenue growth.

NEOs are not permitted to purchase financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted to them as compensation or held by them (directly or indirectly).

• 18 -

Summary Compensation Table

The following table sets forth the compensation information for the NEOs for the financial year ended April 30, 2022 (“Fiscal 2022”), Fiscal 2023 and Fiscal 2024. For NEO compensation for previous fiscal years, please refer to the Company’s management proxy circulars filed with the Canadian securities regulators and available on SEDAR+ at www.sedarplus.ca.

Name and principal position	Year	Salary ($)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total compensation ($)
					Annual incentive plans	Long- term incentive plans
David Brereton Executive Chairman	2024 2023 2022	268,060 240,731 200,000	N/A N/A N/A	264,999 264,997 250,020	145,546 176,870 127,694	N/A N/A N/A	N/A N/A N/A	9,600 9,600 9,600	688,205 692,198 587,314
Peter Brereton President and Chief Executive Officer	2024 2023 2022	536,120 506,371 470,114	N/A N/A N/A	529,998 529,994 500,039	291,092 353,741 255,388	N/A N/A N/A	N/A N/A N/A	25,692 25,540 22,046	1,382,902 1,415,646 1,247,587
Mark J. Bentler Chief Financial Officer	2024 2023 2022	385,792 359,433 323,585	N/A N/A N/A	324,999 325,003 79,316	144,252 172,491 134,791	N/A N/A N/A	N/A N/A N/A	11,574 10,783 9,708	866,617 867,710 547,400
Vito Calabretta Chief Customer Officer	2024 2023 2022	404,447 387,600 373,533	N/A N/A N/A	97,854 95,001 90,157	146,853 176,759 136,286	N/A N/A N/A	N/A N/A N/A	25,380 23,811 20,806	674,534 683,171 620,782
Bill King Chief Revenue Officer(1)	2024 2023 2022	485,342 461,212 422,332	N/A N/A N/A	118,153 108,764 99,833	352,981 408,945 324,219	N/A N/A N/A	N/A N/A N/A	22,258 18,654 17,009	978,734 997,575 863,393

Note:

(1) Bill King’s compensation is earned in United States dollars. An exchange rate of 1.3503, 1.3303 and 1.2547 was used to translate his compensation into Canadian dollars for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively.

Incentive Plan Awards

The following table provides information on all outstanding options for each NEO at the end of Fiscal 2024.

• 19 -

Name	Number of Securities underlying Unexercised Options #	Options exercise price ($)	Options expiration date	Value of unexercised in- the-money options ($)
David Brereton	35,977 19,749 20,544 26,553	26.75 40.34 34.91 25.48	July 8, 2025 June 29, 2026 June 29, 2027 June 29, 2028	431,364 - 78,684 352,093
Peter Brereton	71,953 39,498 41,088 53,106	26.75 40.34 34.91 25.48	July 8, 2025 June 29, 2026 June 29, 2027 June 29, 2028	862,716 - 157,367 704,186
Mark J. Bentler	1,152 6,265 25,196 32,565	26.75 40.34 34.91 25.48	July 8, 2025 June 29, 2026 June 29, 2027 June 29, 2028	13,812 - 96,501 431,812
Vito Calabretta	1,309 7,121 7,365 9,805	26.75 40.34 34.91 25.48	July 8, 2025 June 29, 2026 June 29, 2027 June 29, 2028	15,695 - 28,208 130,014
Bill King	5,608 7,886 8,432 11,839	26.75 40.34 34.91 25.48	July 8, 2025 June 29, 2026 June 29, 2027 June 29, 2028	67,241 - 32,295 156,985

Incentive Plan Awards – Value Vested or Earned during the Year

The following table summarizes, for each of the NEOs, the value of the options vested during Fiscal 2024 and the non-equity incentive plan compensation earned during Fiscal 2024.

Name	Option-based awards – Value vested during Fiscal 2024 ($)	Non-equity incentive plan compensation – Value earned during Fiscal 2024 ($)
David Brereton	308,758	145,546
Peter Brereton	617,511	291,092
Mark J. Bentler	143,690	144,252
Vito Calabretta	70,742	146,853
Bill King	100,162	352,981

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Tecsys Stock Option Plan

The Company reintroduced in 2018 the Stock Option Plan to assist and encourage Eligible Participants to perform at their highest level in order to maximize shareholder value and to permit Eligible Participants to share in the growth and development of the Company by providing the opportunity, through stock options, to acquire an ownership interest in the Company. The Stock Option Plan’s objective is to align compensation with returns to shareholders and to encourage stock ownership, providing longterm incentives to Eligible Participants and facilitate recruitment, motivation and retention of highly qualified directors, officers and key employees to the Company.

Options are granted to Eligible Participants (“Optionholders”) by the Board under the Stock Option Plan from time to time when considered appropriate by the Compensation Committee based on the recommendation from the CEO. The exercise price of Options is established by the Board at the time each Option is granted provided that such price shall not be less than the volume weighted average trading price of the Common Shares on the TSX for the five trading days immediately preceding the day the Option is granted.

The Board will determine at the time of the grant when and under what conditions a particular Option will vest and become exercisable. Options granted must be exercised within five years of the date of grant, but, in any event, no later than ten years after the date of grant or such lesser period as the applicable grant or regulations adopted pursuant to the Stock Option Plan may require. If the date on which an Option expires occurs during or within eight business days of the end of a Blackout Period applicable to the holder of such Option, the date of expiry of such Option will be extended automatically to the date that is nine business days following the end of the Blackout Period. “Blackout Period” means any period imposed by the Company pursuant to its insider trading policies or otherwise, during which its officers, directors, employees and insiders may be restricted from trading in securities of the Company.

Options granted pursuant to the Stock Option Plan are non-assignable and non-transferable.

Upon exercising their options, Optionholders may choose a “Share Election”, a “Cash Election” or a “Cashless Election”. If an Optionholder selects a “Share Election”, he or she will receive, upon payment of the exercise price, a number of Common Shares corresponding to the number of Options exercised. If an Optionholder selects a “Cash Election”, he or she will receive upon such exercise, instead of Common Shares, a cash amount equal to the number of Options being exercised multiplied by the difference between the Fair Market Value (as defined in the Stock Option Plan) as at the date of the notice of election and the exercise price of the Options exercised. The cash amount to be received pursuant to a “Cash Election” will be paid by the Company to the Optionholder. In the case of a “Cashless Election” the Company will (i) instruct the Company’s transfer agent to issue in the name of such Optionholder the number of Common Shares issued pursuant to the exercise of the Options and (ii) instruct a broker selected by the Company to sell such Common Shares through the facilities of the TSX. Upon the sale of the Common Shares, the broker will remit the proceeds of the sale to the Company’s transfer agent, less any commission. The sale proceeds will be allocated by the Company’s transfer agent as follows (i) an amount equal to the exercise price plus any withholding tax to the Company, and (ii) an amount equal to the difference between the sale price for the Common Shares and the sum of the exercise price, the broker’s commission and any withholding tax to the Optionholder. The Company may, but is not obliged to accept, any Cash Exercise or Cashless Exercise.

Exercise rights may vary for an Optionholder who is terminated (with or without cause) or resigns, retires, becomes disabled or dies. If an Optionholder is terminated or resigns, unvested options expire immediately at the date of termination or resignation, while vested options may be exercised within three months. If an Optionholder retires or his or her employment is terminated due to permanent disability, their vested options may be exercised within 24 months, while unvested options expire at the date of retirement or termination. If an Optionholder dies, their vested options may be exercised by their legal personal representatives within 24 months. In the event an Optionholder is terminated by reason of his or her dismissal for fraud, wilful misconduct, gross fault or for any breach of any contractual or fiduciary obligation or duty to the Company relating to confidentiality or non-competition or, in the case of director,

• 21 -

is removed, then any Options held by him or her will immediately cease to be exercisable. In other cases, vesting and exercise periods vary in accordance with the terms of the Stock Option Plan.

The Board may, subject to receipt of requisite shareholder and regulatory approvals, amend, suspend or terminate the Stock Option Plan or amend the terms of an Option as follows:

• to modify the maximum number of Common Shares reserved for issuance under the Stock Option Plan;

• to reduce the option price of an Option benefiting an insider;

• to extend a term of an Option benefiting an insider;

• to increase the maximum limit of the number of securities (a) issued to insiders within any one year period, or (b) issuable to insiders at any time under all security-based compensation arrangements, which could exceed 10% of all issued and outstanding securities;

• to add a cashless exercise feature where a deduction may not be made for the number of securities originally underlying the option;

• to modify the amending mechanism of the Stock Option Plan;

• to modify the definition of the Eligible Participant which would have the potential of broadening or increasing insider participation; or

• to provide for any form of financial assistance or any amendment to a financial assistance provision which is more favorable to Eligible Participants.

The Board may, subject to receipt of requisite regulatory approval, where required, in its sole discretion make all other amendments to the Stock Option Plan that are not of the type contemplated above including, without limitation:

• amendments of a “housekeeping” nature;

• a change to the vesting provisions of a security or the Stock Option Plan; and

• terminate the Stock Option Plan.

Notwithstanding the amendment provisions of the Stock Option Plan described above, the Company shall additionally obtain requisite shareholder approval in respect of amendments to the Stock Option Plan that are contemplated above, to the extent such approval is required by any applicable laws or regulations.

In the event of a Change of Control (as defined in the Stock Option Plan), all Options outstanding but not yet vested will become exercisable. The Company shall give notice to all Optionholders advising that their respective Options may be exercised only within 30 days after the date of the notice and not thereafter, and that all rights of the Optionholders not exercised will terminate at the expiration of the 30day period, provided that a Change of Control is contemplated to become effective within 180 days after the date of the notice.

The maximum aggregate number of Common Shares reserved and set aside for issue, including for payments in respect of Options, under the Stock Option Plan is equal to 10% of all Common Shares issued and outstanding from time to time. As at April 30, 2024, the total number of issued and outstanding Common Shares was 14,840,150 and the aggregate number of Common Shares issuable under the Stock Options Plan was 1,484,015. In Fiscal 2024, an aggregate of 283,874 Options were granted to Eligible Participants representing 1.91% of the issued and outstanding Common Shares. At April 30, 2024, 767,487 Options (representing approximately 5.17% of the aggregate issued and outstanding Common Shares as at that date) were issued and outstanding under the Stock Option Plan. As a result, at April 30, 2024 there

• 22 -

are 716,528 unallocated options available for issuance that may be granted in the future (representing approximately 4.83% of the aggregate issued and outstanding Common Shares as at April 30, 2024). The Stock Option Plan’s burn rate was of 1.93% for Fiscal 2024, 1.50% for Fiscal 2023 and 1.14% for Fiscal 2022. The burn rate is equal to the number of options granted during the fiscal year divided by the weighted average number of shares outstanding during the applicable fiscal year.

The maximum number of Common Shares that may be reserved for issuance to any one participant pursuant to Options granted under the Plan is 5% of the number of Common Shares outstanding at the time of reservation. If, and to the extent, Options granted under the plan terminate, expire, cancel, or are forfeited without being exercised and/or delivered, Common Shares subject to such options will again be available for grant under the Stock Option Plan. In addition, if and to the extent an option is settled for cash, the Common Shares subject to the option will again be available for grant under the plan.

The maximum number of Common Shares issuable to insiders, at any time, pursuant to the Stock Option Plan may not be more than 10% of the total number of Common Shares then outstanding. In addition, the maximum number of Shares issued to insiders, within any one-year period, pursuant to the Stock Option Plan may not be more than 10% of the total number of Common Shares then outstanding. Notwithstanding the foregoing, the annual number of Common Shares, including under all security-based compensation arrangements, issued to any one Independent Director under the Stock Option Plan or any other security-based compensation arrangements of the Company will not exceed an aggregate grant value of $150,000 in total equity, of which no more than $100,000 may be issued in the form of Options.

In accordance with the requirements of the TSX, the unallocated Options under the Stock Option Plan as an evergreen plan which does not provide for a fixed number of Options must be approved by shareholders every three years. On June 27, 2024, the Board, on recommendation of the Compensation Committee, determined that the continuation of the Stock Option Plan is in the best interests of the Company and has approved the unallocated Options, subject to approval by the shareholders at the Meeting and the approval of the TSX. If approved at the Meeting, the next approval of the unallocated Options under the Stock Option Plan will be required by September 5, 2027.

The Board of Directors of the Company have added a performance-based vesting criterion on Options granted under the Stock Option Plan on or after June 27, 2024, to all participants. The performance-based vesting criterion will be tied to the SaaS revenue growth. See “Executive Compensation - Equity Incentives”.

A copy of the Stock Option Plan can be found on the Company’s SEDAR+ profile.

Executive Share Purchase Plan

On July 7, 2011, the Board authorized the establishment of an executive share purchase plan (the “Purchase Plan” or the “ESPP”) to provide for mandatory purchases of Common Shares by certain key executives of the Company (the “Participants”) in order to better align the Participants’ financial interests with those of the holders of Common Shares, create ownership focus and build long-term commitment to the Company. The names of the participants in Fiscal 2024 were Vito Calabretta, Martin Cote, Bill King, Stephen Lee, Greg MacNeill, Randy Trimm, Steven Sybert, Martin Schryburt, Guy Courtin, Adam Krajewski, Sev Kelian, Nancy Cloutier, Shannon Karl, Charles Kierpiec and Annie Torikian. Other eligible participants were Mark Bentler, Peter Brereton, Mark Hawksley, Berty Ho-Wo-Cheong, Luigi Friio and James O’Halloran. In sum, there were a total of 21 eligible participants, of which 15 participated in Fiscal 2024. Additional key executives or managers may be required to join the Purchase Plan as Participants, as may be determined by the Board or the CEO from time to time.

Each Participant was required to make annual purchases of Common Shares through the facilities of the TSX secondary market having an aggregate purchase price equal to 10% of his or her annual base salary (“Annual Purchases”) during the immediately preceding fiscal year (the “Base Salary”). Annual Purchases must be made within 90 days of May 1 of every fiscal year. Each Participant fulfilled his or her Annual Purchase requirement in Fiscal 2024 either through ownership of Common Shares previously purchased which the Participant continues to hold or by making an Annual Purchase in Fiscal 2024. If a Participant joins the Purchase Plan during a fiscal year, he or she has the option of making the first Annual Purchase within 90 days of the first fiscal year following the fiscal year in which he or she became a Participant or within 90 days following the date he or she became a Participant, and Annual Purchases must be made within 90 days of May 1 of every subsequent fiscal year.

• 23 -

Each Participant has the obligation to make Annual Purchases until he or she owns Common Shares having an aggregate market value equal to 50% of his or her Base Salary (the “Threshold”). If a Participant reached his or her Threshold and ceased making Annual Purchases but on any determination date for any subsequent fiscal year of the Company (i) the market value of the Common Shares owned by a Participant falls below his or her Threshold, whether as a result of a disposition of Common Shares or a decrease in the market value of the Common Shares he or she owns, such Participant will be required to make additional purchases of Common Shares in accordance with the Plan until his or her Threshold is reached, or (ii) the market value of the Common Shares owned by a Participant exceeds his or her Threshold, whether as a result of an acquisition of Common Shares or an increase in the market value of the Common Shares he or she owns, such Participant will be entitled to dispose of Common Shares having an aggregate market value equal to the amount in excess of his or her Threshold.

Annual Purchases by Participants must be made in accordance with the Company’s disclosure and insider trading policies (the “Insider Policies”) as well as applicable insider trading prohibitions and reporting requirements under Canadian securities legislation. If an automatic share purchase plan (an “Automatic Plan”) can be set up by any Participant to facilitate his or her Annual Purchase obligation and compliance with the provisions of the Insider Policies or applicable Canadian securities legislation, the Company will assume the costs of establishing the Automatic Plan, provided however, that the Participant selects the broker for the Automatic Plan and bears any trading commissions charged by the broker.

During each fiscal year a Participant is required to make an Annual Purchase, each Participant has the right to borrow from the Company, and the Company has the obligation to loan to each Participant, an amount not to exceed the Annual Purchase for such fiscal year for such Participant (a “Loan”). The Loans will bear no interest.

The principal of a Loan will be disbursed in one lump sum to the Participant by the Company forthwith following receipt by the Company of a proof of purchase of Common Shares having an aggregate purchase price equal to the principal amount of the requested Loan.

Each Loan must be reimbursed in full to the Company on or before the fiscal year end in which the Loan was made and must be reimbursed in equal amounts during its term through periodic deductions at source on each pay day of a Participant for the balance of the pay periods remaining in the fiscal year.

Each Participant will assume in full any and all tax consequences arising from his or her Loan and will include, in his or her income tax return for the relevant fiscal year, the amount of and prescribed tax benefit under the Income Tax Act (Canada) and equivalent provincial legislation relating to such Loan.

If a Participant fails to make his or her Annual Purchase in full in any fiscal year, the Company may withhold half of any bonus or other incentive payment earned by the Participant in that fiscal year until the Participant completes the required Annual Purchase.

If the employment of a Participant with the Company terminates for any reason whatsoever, including as a result of the death of a Participant, all amounts due under any outstanding Loan shall become immediately due and payable.

The executive officers who are participants of the ESPP are prohibited from hedging the risk relating to their minimum share ownership under the ESPP. NEOs who hold in excess of the minimum share ownership requirements under the ESPP and directors may not enter into derivative transactions to minimize the risk of their share ownership without the consent of the Board.

The Board is responsible for the administration of the Purchase Plan and the Board or any committee appointed by the Board may at any time amend, suspend or terminate the Purchase Plan upon notice to the Participants.

• 24 -

A copy of the Purchase Plan may be obtained on request from the Secretary of the Company at its head office, 1 Place Alexis Nihon, Suite 800, Montréal, Québec, H3Z 3B8.

Employment Agreements

The Company has entered into employment agreements with Messrs. Bentler, King and Calabretta with respect to these NEOs’ current positions.

Mr. Bentler’s employment agreement provides that, in the event that the Company terminates his employment without cause, he will be entitled to a payment in an amount equal to one month per year of service, not to exceed one year, but not less than six months of his then current annual base salary and target bonus.

Mr. King’s employment agreement provides that, in the event that the Company terminates his employment without cause, he will be entitled to a payment in an amount equal to one month per year of service, not to exceed one year of his then current annual base salary and target bonus. In the event of a change of control of the Company, the payment will be a minimum of six months of his then current annual base salary and target bonus.

Mr. Calabretta’s employment agreement provides that, in the event that the Company terminates his employment without cause, he will be entitled to a payment in an amount equal to six months of his then current annual base salary and target bonus plus one additional month for each year of service, to a maximum of twelve months.

There is no other 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 or a subsidiary of the Company and any of the NEOs.

COMPENSATION OF DIRECTORS

The Company’s director compensation program is designed to (i) attract and retain the most qualified people to serve on the Board and its committees, (ii) align the interests of the directors with the interests of the shareholders and (iii) provide appropriate compensation for the risks and responsibilities related to being an effective director. The compensation of the directors of the Company is reviewed at least annually by the Compensation Committee.

• 25 -

The following table sets forth details of the total compensation earned by non-employee directors during Fiscal 2024.

ing Fiscal 2024.
Name	Fees earned ($)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
David Booth	47,500	N/A	80,000	N/A	N/A	N/A	127,500
Vernon Lobo	55,000	N/A	80,000	N/A	N/A	N/A	135,000
Steve Sasser	50,000	N/A	80,000	N/A	N/A	N/A	130,000
Rani Hublou(1)	14,239	N/A	80,000	N/A	N/A	N/A	94,239
Kathleen Miller	55,000	N/A	80,000	N/A	N/A	N/A	135,000
Andrew Kirkwood(2)	20,000	N/A	80,000	N/A	N/A	N/A	100,000

• (1) Rani Hublou did not stand for re-election at the September 7, 2023, annual shareholder meeting. As a result, optionbased awards issued to Ms. Hublou were forfeited in accordance with the terms of the Company’s Stock Option Plan.

(2) Andrew Kirkwood was appointed to the Board on November 3, 2023, and was named to the Compensation Committee and Nominating Committee on the same date.

During Fiscal 2024, each director of the Company who was not an employee of the Company was paid a flat rate of $40,000 per annum with no attendance fees (Fiscal 2023 - $40,000). Additionally, the Chair of the Audit Committee received $15,000 per annum (Fiscal 2023 - $15,000), the Lead Independent Director received $15,000 per annum (Fiscal 2023 - $15,000), the chair of the Nominating Committee received $7,500 per annum (Fiscal 2023 - $7,500), and the chair of the Compensation Committee received $10,000 per annum (Fiscal 2023 - $10,000).

During Fiscal 2024, the Company engaged Mercer (Canada) Limited (Mercer), a consulting firm, to review compensation for the directors of the Board. The Company incurred fees of $23,000 for this study. No other services were provided by Mercer to the Company during the two last fiscal years.

Mercer’s Fiscal 2024 study of compensation for the directors of the Board comprised a mix of Canadian and U.S. software companies with revenue between $60 million and $468 million, and market capitalization between $109 million and $2.2 billion. Canadian software companies in the study had revenue in the range of $66 million to $468 million and market capitalization of between $207 million and $2.2 billion. The main recommendations from Mercer were to increase cash compensation and annual equity award values to better align with market. Accordingly, during the financial year ending April 30, 2025 (“Fiscal 2025”), with effect as of September 5, 2024, the Company amended the director compensation and shareholding requirements to align with Mercer’s recommendations:

• Cash retainer for non-employee directors increased by $10,000 per annum to $50,000;

• Cash retainer for the chair of the Compensation Committee increased by $5,000 per annum to $15,000;

• Cash retainer for the Lead Independent Director increased by $7,500 per annum to $22,500;

• Cash retainer for the chair of the Nominating Committee increased by $5,000 per annum to $12,500;

• 26 -

• Cash retainer for the chair of the Audit Committee increased by $7,500 per annum to $22,500; and

• The value of annual option-based award grants increased to $87,500, up from $80,000 in Fiscal 2024.

• Directors will have five years to accumulate 3 times the cash retainer for non-employee directors (currently $50,000 times 3, or $150,000) in holdings of Company shares, up from three years and $90,000 previously.

Directors who are also officers of the Company do not receive any compensation in their capacity as directors.

As detailed under the heading “Tecsys Stock Option Plan”, directors of the Company are entitled to receive Options of the Company. The Board granted 8,016 Options per director to David Booth, Vernon Lobo, Steve Sasser, Rani Hublou and Kathleen Miller during Fiscal 2024. The Board also granted 5,848 Options to Andrew Kirkwood who joined as a director during Fiscal 2024. As Rani Hublou did not stand for re-election at the annual shareholder meeting of the Company on September 7, 2023, Options issued to Ms. Hublou were forfeited in accordance with the terms of the Company’s Stock Option Plan.

All directors are now required to buy or hold Common Shares with a total value equal to or greater than $150,000. Each director has five years from the date he or she takes office or after the date of the first grant of Options to directors under the Stock Option Plan whichever is later to meet these requirements. Such threshold will be assessed at the end of each fiscal year. Each director will have to buy or hold Common Shares in increasing increments of $30,000 per fiscal year until the $150,000 threshold is met. Common Shares may be obtained by purchase on the facilities of the TSX secondary market or by exercise of his or her Options granted under the Stock Option Plan.

The following table sets forth details of Fiscal 2024 director share ownership requirements. The market value of Common Shares outstanding is based on the closing share price of $38.74 on the TSX as of April 30, 2024:

30, 2024:			.
Name	Common Shares held (#)	Total value of all equity holdings ($)	Conformity with director share ownership requirements
David Booth	27,427	1,062,522	Yes
David Brereton	917,038	35,526,052	Yes
Peter Brereton	315,730	12,231,380	Yes
Vernon Lobo	67,327	2,608,248	Yes
Steve Sasser	59,927	2,321,572	Yes
Kathleen Miller	3,000	116,220	Has until June 27, 2026 to comply
Andrew Kirkwood	-	-	Has until November 30, 2028 to comply

• 27 -

Directors’ and Officers’ Liability Insurance

The Company carries liability insurance in an amount limited to $20 million with respect to its directors and officers as a group, with each claim being subject to a $500,000 deductible. For Fiscal 2024, the total annual premium in respect of such insurance was approximately $175,610, all of which was paid by the Company and charged to income.

Performance Graph

The following graph compares the yearly percentage change in the Company’s total cumulative shareholder return for $100 invested in Common Shares with the total cumulative return of the S&P/TSX Composite Index of the TSX (“SPTSX”), assuming reinvestment of all dividends, during the period starting April 30, 2019 and ending April 30, 2024.

==> picture [430 x 425] intentionally omitted <==

• 28 -

	April 30, 2019	April 30, 2020	April 30, 2021	April 30, 2022	April 30, 2023	April 30, 2024
Tecsys (Toronto)	$100	$160	$313	$186	$184	$281
SPTSX	$100	$89	$115	$125	$124	$131

On the basis that the total compensation for the five NEOs had an initial value of $100 as of April 30, 2019, the values were $142, $134, $117, $141 and $136 in the financial year ended April 30, 2020 (“Fiscal 2020”), in the financial year ended April 30, 2021 (“Fiscal 2021”), Fiscal 2022, Fiscal 2023 and Fiscal 2024, respectively. The Company had a net loss of $0.7 million in Fiscal 2019, net earnings of $2.3 million in Fiscal 2020, net earnings of $7.2 million in Fiscal 2021, net earnings of $4.5 million in Fiscal 2022, net earnings of $2.1 million in Fiscal 2023 and net earnings of $1.8 million in Fiscal 2024.

EQUITY COMPENSATION PLAN INFORMATION

As of June 27, 2024, there were no outstanding options, warrants and rights under the Company’s equity compensation plans other than 1,023,650 Options under the Stock Option Plan. See “Tecsys Stock Option Plan”.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES OF THE COMPANY

Aggregate Indebtedness

As at June 27, 2024, no current or former director, executive officer or employee of the Company or its subsidiaries was indebted to the Company or its subsidiaries, excluding routine indebtedness, except with respect to Participants’ loans under the ESPP.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES OF THE COMPANY ggregate Indebtedness As at June 27, 2024, no current or former director, executive officer or employee of the Company its subsidiaries was indebted to the Company or its subsidiaries, excluding routine indebtedness, except ith respect to Participants’ loans under the ESPP.	INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES OF THE COMPANY ggregate Indebtedness As at June 27, 2024, no current or former director, executive officer or employee of the Company its subsidiaries was indebted to the Company or its subsidiaries, excluding routine indebtedness, except ith respect to Participants’ loans under the ESPP.	INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES OF THE COMPANY ggregate Indebtedness As at June 27, 2024, no current or former director, executive officer or employee of the Company its subsidiaries was indebted to the Company or its subsidiaries, excluding routine indebtedness, except ith respect to Participants’ loans under the ESPP.
Aggregate Indebtedness
Purpose	To the Company or its Subsidiaries	To Another Entity
Share Purchases	Nil	Nil
Other	Nil	Nil

Indebtedness of Directors and Executive Officers under Share Purchase and Other Programs

During Fiscal 2024, no director or executive officer of the Company or associate of such persons was indebted to the Company or its subsidiaries, excluding routine indebtedness, except with respect to Participants’ loans under the ESPP. Each of the loans is subject to the same terms, as described in “Executive Share Purchase Plan”.

• 29 -

The following table contains details of such loans during Fiscal 2024 and up to June 27, 2024:

The following table contains details of such loans during Fiscal 2024 and up to June 27, 2024:	The following table contains details of such loans during Fiscal 2024 and up to June 27, 2024:	The following table contains details of such loans during Fiscal 2024 and up to June 27, 2024:	The following table contains details of such loans during Fiscal 2024 and up to June 27, 2024:	The following table contains details of such loans during Fiscal 2024 and up to June 27, 2024:	The following table contains details of such loans during Fiscal 2024 and up to June 27, 2024:	The following table contains details of such loans during Fiscal 2024 and up to June 27, 2024:
Indebtedness of Directors and Executive Officers under the Executive Share Purchase Plan
Name and Principal Position	Involvement of Company or Subsidiary	Largest Amount Outstanding During Fiscal 2024 ($)	Amount Outstanding as at June 27, 2024 ($)	Financially Assisted Securities Purchases During Fiscal 2024 (#)	Security for Indebtedness	Amount Forgiven During Fiscal 2024 ($)
Vito Calabretta Chief Customer officer	Lender	39,140	35,960	1,508	None	Nil
Bill King Chief Revenue Officer	Lender	165,892	101,129	1,547	Shares Acquired(1)	Nil

Note:

• (1) Shares are pledged to the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No director or executive officer of the Company and its subsidiaries, or person or company who beneficially owns, directly or indirectly, or who exercises control or direction over more than 10% of the outstanding Common Shares, or director or executive officer of such person (each an “Informed Person”), or proposed director of the Company or associate or affiliate of any Informed Person or proposed director of the Company has any material interest, direct or indirect, in any transaction since April 30, 2023 or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

PRINCIPAL SHAREHOLDERS

As at June 27, 2024, to the knowledge of the directors and officers of the Company, the only persons who beneficially owned, directly or indirectly, or controlled or directed more than 10% of the outstanding Common Shares, were the following:

utstanding Common Shares,	, , were the following:
Name of shareholder	Type of Ownership	Number of Common Shares held	% of the Outstanding Common Shares
David Brereton(1)	Beneficial	917,038	6.20
Kathryn Ensign-Brereton(1)	Beneficial	999,102	6.75
Fiera Capital Corporation	Control or Direction(2)	1,886,349	12.74

Notes:

• (1) David Brereton, directly and through his holding company, Dabre Inc., and his spouse, Kathryn EnsignBrereton, hold respectively 917,038 and 999,102 common shares, which represent respectively 6.20% and

• 30 -

• 6.75% of the outstanding common shares. David Brereton disclaims beneficial ownership and control or direction over the common shares held by Kathryn Ensign-Brereton.

• (2) Fiera Capital Corporation holds on behalf of funds and accounts it manages according to an alternative monthly report under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues dated December 6, 2023 .

As of June 27, 2024, the directors and executive officers of the Company, as a group, beneficially owned, directly or indirectly, 9.44% of the Common Shares.

AVAILABILITY OF DISCLOSURE DOCUMENTS

Financial information is provided in the Company’s comparative financial statements and management’s discussion and analysis for its most recently completed financial year. Copies of the Notice of Meeting and of the Company’s latest annual information form, together with any document incorporated therein by reference, annual report, including audited financial statements and management’s discussion and analysis, and management proxy circular may be obtained on request from the Secretary of the Company. The Company may require the payment of a reasonable charge when the request is made by someone other than a shareholder. Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca.

DIRECTORS’ APPROVAL

The content and the sending of this Proxy Circular on behalf of the management of the Company have been approved by the Board of the Company.

DATED at Montréal, Québec, this 24th day of July, 2024.

==> picture [83 x 39] intentionally omitted <==

Mark J. Bentler Secretary

SCHEDULE A STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”), its associated National Policy 58-201 – Corporate Governance Guidelines (“NP 58-201”) and the Canada Business Corporations Act (“CBCA”) , the Company is required to disclose its corporate governance practices.

	Disclosure Requirements	Compliance	Description of Approach
1.	Board of Directors
(a)	Disclose the identity of directors who are	Yes	The directors of the Company have examined the
	independent.		definition of independence within the meaning of NI
			58-101 and have individually considered their
			respective interests in and relationships with the
			Company. A director is “independent” for purposes
			of NI 58-101 if he or she has no direct or indirect
			material relationship with the Company. A “material
			relationship” is one that could, in the view of the Board,
			be reasonably expected to interfere with the exercise
			of a director’s independent judgment. In addition,
			certain relationships are deemed to be
			“material relationships” (including but not
			limited to positions: (i) as an employee or
			executive officer of the Company in the
			past 3 years, (ii) as an employee or partner
			of the Company’s auditor or (iii)
			individuals with a familial relationship with
			any individuals provided in (i) or (i)
			above). As a consequence, the Board has determined,
			after reviewing the role and relationships of each of
			the directors, that seven of the nine nominees
			proposed by management for election to the Board
			are independent. The following nominees have been
			affirmatively determined to be independent: Vernon
			Lobo, Steve Sasser, David Booth, Andrew Kirkwood,
			Kathleen Miller, Stephany Verstraete and Sripriya
			Thinagar.
(b)	Disclose the identity of directors who are not	Yes	The Board has determined, after reviewing the role
	independent, and describe the basis for that		and relationships of each of the directors, that the
	determination.		following two out of nine nominees proposed by
			management for election to the Board are not
			independent as they are executive officers of the
			Company: David Brereton is the Executive Chairman
			of the Company and Peter Brereton is the Chief
			Executive Officer of the Company.
(c)	Disclose whether or not a majority of the	Yes	Seven of the nine nominees proposed by
	directors are independent.		management for election to the Board are
			independent. See Section 1(a).
(d)	Disclose the names of directors who are directors of	Yes	This information is provided under the heading
	any other reporting issuer (or the equivalent		“Election of Directors” of this Proxy Circular.
	in a foreign

• A-2 -

		Disclosure Requirements	Compliance	Description of Approach
		jurisdiction) and the name of the
		reporting issuer.
	(e)	Disclose whether or not the	Yes	The written Board mandate, which is
		independent directors hold regularly		attached as Schedule B, provides that the
		scheduled meetings at which non-		Board, at least twice per year, will hold
		independent directors and members of		unscheduled or regularly scheduled
		management are not in attendance. If		meetings, or portions of regularly
		the independent directors hold such		scheduled meetings, at which directors
		meetings, disclose the number of		who form part of management are not
		meetings held since the beginning of		present. During Fiscal 2024 the
		the issuer’s most recently completed		independent directors met on 4 occasions
		financial year. If the independent		without non-independent directors and
		directors do not hold such meetings,		members of management present. These
		describe what the Board does to		meetings were led by the Lead
		facilitate open and candid discussion		Independent Director.
		among its independent directors.
	(f)	Disclose whether or not the chair of the	No	David Brereton, the Executive Chairman of
				the Company, was previously the Co-CEO
		Board is an independent director. If the		of the Company and is not independent.
		Board has a chair or lead director who		However, the roles of Chairman and CEO
		is an independent director, disclose the		have been divided permitting the
		identity of the independent chair or		Chairman to focus on the strategic
		lead director, and describe his or her		direction of the Company and its
		role and responsibilities. If the Board		governance. See Section 1(e).
		has neither a chair that is nor a lead		During Fiscal 2024, the Board appointed
		member that is independent, describe		Vernon Lobo who is independent as Lead
		what the Board does to provide		Director to lead the meetings of
		leadership for its independent directors.		independent directors.
	(g)	Disclose the attendance record of each	Yes	This information is provided under the
		director for all Board meetings held		heading “Election of Directors – Directors
		since the beginning of the most		Attendance Record” of this Proxy Circular.
		recently completed financial year.
	2.	Board Mandate
		Disclose the text of the Board’s written	Yes	The mandate of the Board is reproduced
		mandate. If the Board does not have a		under Schedule B to this Proxy Circular.
		written mandate, describe how the
		Board delineates its role and
		responsibilities.
	3.	Position Descriptions
	(a)	Disclose whether or not the Board has	Yes	The Board has developed and adopted a
		developed written position descriptions		written position description for Executive
		for the chair of the Board and the chair		Chairman of the Board, which provides,
		of each Board committee. If the Board		among other

• A-3 -

	Disclosure Requirements	Compliance	Description of Approach
	has not developed written position		things, an annual review of the
	descriptions for the chair and/or the		strategic
	chair of each Board committee, briefly		initiatives of management, sets the Board
	describe how the Board delineates the		meeting agendas, reviews the shareholder
	role and responsibilities of each such		communication plan and spearheads the
	position.		annual Board assessment process.
			The role and duties of the Chair of each of
			the Audit Committee, Compensation
			Committee and the Nominating
			Committee are described in the Charter for
			the Audit Committee, Compensation
			Committee and Nominating Committee
			respectively. The Board reviews the
			mandate of each committee on an annual
			basis.
			The Audit Committee Charter provides
			that the Chair is appointed by the Board
			from among the Audit Committee
			members at the time of the annual
			appointment of members of the Audit
			Committee. The Chair, in consultation with
			the Executive Chairman, the CEO, CFO and
			the Corporate Secretary, determines the
			frequency, dates and locations of
			meetings of the Audit Committee. The
			Chair of the Audit Committee presides
			over all meetings, coordinates the Audit
			Committee’s compliance with its mandate,
			develops the Audit Committee’s annual
			work plan and meeting agendas with
			management to ensure that all business
			requiring Audit Committee approval is
			tabled and provides reports of the Audit
			Committee to the Board as required at
			regular Board meetings.
			The Compensation Committee Charter
			provides that the Chair is appointed by the
			Board from among the Compensation
			Committee members at the time of the
			annual appointment of members of the
			Compensation Committee. The Chair, in
			consultation with the Executive Chairman,
			CEO, CFO and the Corporate Secretary,
			determines the frequency, dates and
			locations of meetings of the
			Compensation Committee. The Chair of

• A-4 -

		Disclosure Requirements	Compliance	Description of Approach
				the Compensation Committee presides
				over all meetings at which he is present,
				coordinates the Compensation
				Committee’s compliance with its mandate,
				develops the Compensation Committee’s
				annual work plan and meeting agendas
				with management to ensure that all
				business requiring the Compensation
				Committee approval is properly tabled
				and provides reports of the Compensation
				Committee to the Board as required at
				regular Board meetings.
				The Nominating Committee Charter
				provides that the Chair is appointed by the
				Board from among the Nominating
				Committee members at the time of the
				annual appointment of members of the
				Nominating Committee. The Chair, in
				consultation with the Executive Chairman,
				CEO, CFO and the Corporate Secretary,
				determines the frequency, dates and
				locations of meetings of the Nominating
				Committee. The Chair of the Nominating
				Committee presides over all meetings at
				which he is present, coordinates the
				Nominating Committee’s compliance with
				its mandate, develops the Nominating
				Committee’s annual work plan and
				meeting agendas with management to
				ensure that all business requiring the
				Nominating Committee approval is
				properly tabled and provides reports of
				the Nominating Committee to the Board
				as required at regular Board meetings.
	(b)	Disclose whether or not the Board and	Yes	The Board has delegated to the President
		CEO have developed a written position		and CEO and the senior management the
		description for the CEO. If the Board		responsibility for day-to-day management
		and CEO have not developed such a		of the business of the Company, subject to
		position description, briefly describe		compliance with the plans approved from
		how the Board delineates the role and		time to time by the Board. The Board has
		responsibilities of the CEO.		specified limits to the authority of the CEO
				in the position descriptions, in addition to
				those matters which must by law or by the
				Articles of the Company be approved by
				the Board, and the Board retains
				responsibilityfor significant changes in the

• A-5 -

		Disclosure	Requirements	Requirements	Compliance	Description of Approach
						Company’s affairs such as approval of
						major new product development
						programs, major capital expenditures,
						debt and equity financing arrangements
						and significant acquisitions and
						divestitures.
	4.	Orientation	and	Continuing
		Education
	(a)	Briefly describe	what measures the		Yes	In addition to having extensive discussions
		Board takes to orient new members				with the Chairman of the Board and the
		regarding:				CEO with respect to the business and
		(i) the role of the Board, its committees and its directors, and				operations of the Company, all new directors receive a record of public and other information concerning the
		(ii) the nature and operation of the				Company and prior minutes of meetings
		issuer’s business.				of the Board and applicable committees.
						New directors are also provided with a
						copy of the mandate of the Board and the
						charters of the board committees which
						they will join.
						The Nominating Committee facilitates
						continuing education programs for
						directors.
	(b)	Briefly describe what measures, if any, the			Yes	Management presentations are made to
		Board takes to	provide continuing			the Board from time to time to educate
		education for its directors.		If the Board		and keep them informed of changes
		does not provide	continuing education,			within the business of the Company, the
		describe how the Board ensures that				market as well as competitive conditions.
		the directors maintain the skill and
		knowledge necessary to		meet their
		obligations as directors.
	5.	Ethical Business Conduct
	(a)	Disclose whether	or not the Board has		Yes	The objective of the Board is to maximize
		adopted a written code for		its directors,		shareholder value in a manner which is
		officers and employees. If the Board has				consistent with good corporate
		adopted a written code:				citizenship, including fair treatment of the
		(i) disclose	how a	person or		Company’s employees, customers and
		company may obtain a copy of the				suppliers. The Board expects management
		code;				to perform in a manner consistent with
						achieving these objectives. The Board has
						adopted an exhaustive written code of
						business conduct and ethics (the “Code of
						Business Conduct”) for its directors,
						officers and employees. The Code of

• A-6 -

	Disclosure Requirements	Compliance	Description of Approach
			Business Conduct addresses matters that
			NP 58-201 recommends be included in a
			code of business conduct and ethics, such
			as the protection of corporate assets and
			opportunities, the confidentiality of
			corporate information and the reporting
			of any illegal or unethical behaviour. Other
			internal policies adopted by the Company
			which are intended to promote a culture
			of ethical business conduct are the
			following: the Audit Committee Procedure
			for Treatment of Complaints Policy (the
			“Whistle Blower Policy”); the Invention and
			Confidentiality Agreement signed by
			employees at the time of hire; the
			Acceptable Use of Technology Policy; and
			the Workplace Violence and Harassment
			Policy.
			Copies of the foregoing policies may be
			obtained from the Secretary of the
			Company upon request at 1 Place Alexis
			Nihon, Suite 800, Montréal, Québec, H3Z
			3B8, telephone: (514) 866-0001.
	(ii) describe how the Board monitors		The Code of Business Conduct reflects the
	compliance with its code, or if the Board		Company’s commitment to integrity and
	does not monitor compliance, explain		ethical behaviour. The Board’s charter
	whether and how the Board satisfies		provides that at least annually the Board
	itself regarding compliance with its		must review a management report on
	code; and		compliance with or material deficiencies
			relating to the Code of Business Conduct.
			The Nominating Committee’s charter
			provides that the Nominating Committee
			must review the Code of Business Conduct
			from time to time. The Board with the
			assistance of the Nominating Committee
			is responsible for granting any waivers to
			the Code of Business Conduct for any
			director or executive officer. The Code of
			Business Conduct is posted on the
			Company’s intranet website. An employee
			that becomes aware of a violation or
			possible violation of the Code of Business
			Conduct must report that information
			immediately to his or her supervisor or a
			senior officer of the Company. Any
			complaint with respect to accounting or

• A-7 -

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Disclosure Requirements Compliance Description of Approach
auditing matters submitted under the
Whistle Blower Policy is directed to the
Chair of the Audit Committee who
generally conducts any investigation, and
reports to the Audit Committee and the
Board, as required. The Company believes
that this policy is fundamental to helping
the Company to foster and maintain an
environment where employees or third
parties can act appropriately, without fear
of retaliation with respect to any
accounting or auditing irregularity.
(iii) provide a cross-reference to any N/A
material change report filed since the
beginning of the issuer’s most recently
completed financial year that pertains
to any conduct of a director or executive
officer that constitutes a departure from
the code.
(b) Describe any other steps the Board Yes The Chair of the Audit Committee ensures
takes to ensure directors exercise that a new director is informed of his
independent judgment in considering obligations under the Canada Business
transactions and agreements in respect Corporations Act pursuant to which she
of which a director or executive officer may not vote or participate in a discussion
has a material interest. on a matter in respect of which such
director has a material interest.
(c) Describe any other steps the Board Yes See Section 5(a) above.
takes to encourage and promote a
culture of ethical business conduct.
6. Nomination of Directors
(a) Describe the process by which the Yes The Board based on the recommendations
Board identifies new candidates for of its Nominating Committee is
Board nomination. If the Board does not responsible for the recruiting, orientation
have a nominating committee and training of the directors. The recruiting
composed entirely of independent is based on the capabilities and experience
directors, describe what steps the Board of the candidates in relation with the
takes to encourage an objective needs of the Company and the adequacy
nomination process. of the time commitment of individuals to
the Company’s matters.
The Board formed a separate Nominating
Committee in 2017. New candidates for
the Board are identified by the
Nominating Committee who must
develop, review and monitor criteria for
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• A-8 -

			Disclosure Requirements	Disclosure Requirements	Disclosure Requirements	Disclosure Requirements	Disclosure Requirements		Compliance	Description of Approach
										selecting directors by regularly assessing
										the competencies, skills, personal qualities,
										availability, geographical representation,
										business background, varied experiences
										and diversity of the Board members.
										During Fiscal 2019, the Board adopted, as
										recommended by the Nominating
										Committee, a gender diversity policy,
										which provides for guidelines with respect
										to nominating at least one woman to the
										Board and adopting a skill matrix for Board
										nominees. The Nominating Committee
										shall follow the policy when identifying
										new candidates to the Board. Once a new
										Board candidate has been identified and
										recommended by the Nominating
										Committee, all members of the Board are
										provided with a written description of the
										competencies and skills of the candidate
										and are given the opportunity to discuss
										with the candidate in an informal interview
										process.
										When considering a new Board candidate,
										the Nominating Committee reviews not
										only his or her competencies and skills but
										also other qualities which may impact the
										boardroom dynamic. New Board
										candidates must be approved by a
										majority of the Board.
	(b)	Disclose whether			or not the		Board has a		Yes	The Board constituted a Nominating
		nominating		committee			composed			Committee which is currently composed of
		entirely of independent				directors. If the				entirely independent directors.
		Board does		not have		a	nominating
		committee		composed		entirely		of
		independent		directors,		describe what
		steps the Board takes to encourage an
		objective nomination process.
	(c)	If	the Board		has	a	nominating		Yes	With respect to its recruitment of Board
		committee,			describe			the		members role, the Nominating Committee
		responsibilities, powers				and operation				is in charge of
		of	the nominating committee.							· examining the size and
										composition of the Board and recommend
										adjustments from time to time with a view
										to enablingthe Board’s size and

• A-9 -

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Disclosure Requirements Compliance Description of Approach
composition to facilitate effective decision
making;
· developing, reviewing and
monitoring criteria for selecting directors
by regularly assessing the competencies,
skills, personal qualities, availability,
geographical representation, business
background, varied experience, and
diversity of the Board members and
Tecsys’ circumstances and needs and, in
particular, developing a competency and
skills matrix for the Board;
· developing, reviewing, and
monitoring a gender diversity policy for
Board members and executive officers;
· developing, reviewing and
monitoring a diversity policy based on
factors other than gender for Board
members and executive officers;
·
identifying individuals qualified to
become members of the Board;
· when vacancies occur or
otherwise at the direction of the Board, the
Nominating Committee shall actively seek
individuals whom the Nominating
Committee determines meet such criteria
and standards for recommendation for
appointment to the Board;
·
making recommendations to the
Board for the appointment or election of
director nominees; and
·
making recommendations to the
Board with respect to membership on
committees of the Board.
7. Compensation
(a) Describe the process by which the Yes The Board reviews annually the adequacy
Board determines the compensation for and form of compensation of directors
the issuer’s directors and officers. and members of Board committees at the
same time as it reviews the management
proxy circular prior to its issue.
Through its Compensation Committee, the
Board reviews all appointments of officers.
The Compensation Committee also has
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• A-10 -

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Disclosure Requirements Compliance Description of Approach
responsibility for assessing the
requirements and performance, on an
overall basis, of the Executive Chairman,
CEO and officers in order to recommend
salaries and incentive awards for
performance. An outline of the
compensation criteria is provided in the
Compensation Committee Charter. For
more information with respect to the
Compensation Committee Charter, see the
Company’s response to Section 3(a) and
the Proxy Circular under the headings
“Compensation Committee” and
“Components of Executive
Compensation”. The Company has put
into place a process whereby senior
managers develop objectives, review them
with the CEO and are measured against
them.
(b) Disclose whether or not the Board has a Yes The Board constituted a Compensation
compensation committee composed Committee which is currently entirely
entirely of independent directors. If the composed of independent directors.
Board does not have a compensation
committee composed entirely of
independent directors, describe what
steps the Board takes to ensure an
objective process for determining such
compensation.
(c) Describe the responsibilities, powers Yes The Compensation Committee reviews the
and operation of the compensation Company’s overall compensation
committee. philosophy and corporate succession and
development plans at the executive officer
level. This Committee has also been
mandated to recommend to the Board the
corporate objectives which the President
and CEO is responsible for meeting, to
review the annual performance of this
officer in light of these objectives, and to
make recommendations to the Board with
respect to his remuneration.
8. Other Board Committees
If the Board has standing committees N/A The Board has established three standing
other than the audit, compensation and committees, the Audit Committee, the
Compensation Committee, and the
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• A-11 -

		Disclosure Requirements	Disclosure Requirements	Disclosure Requirements	Compliance	Description of Approach
		nominating committees, identify the				Nominating Committee and has no other
		committees and describe their function.				permanent standing committee.
	9.	Assessments
		Disclose whether or		not the Board, its	Yes	The responsibility for assessing the
		committees and individual directors are				effectiveness of the Board as a whole, the
		regularly assessed with respect to their				committees of the Board and the
		effectiveness	and	contribution. If		contribution of individual directors is the
		assessments are regularly conducted,				responsibility of the Nominating
		describe the	process used for the			Committee that must report to the Board.
		assessments.				Each director is required to complete a
						self-evaluation and an evaluation of the
						Board’s performance as a whole
						periodically. Each committee of the Board
						must review its own performance
						periodically.
						The Nominating Committee is in charge of
						reviewing the adequacy of the Board’s
						structures and procedures with a view to
						facilitating the Board to function with the
						proper degree of independence from
						management. It is also in charge of
						receiving comments from all directors as
						to the Board’s performance, overseeing
						the execution of a process assessing the
						effectiveness of the Board and the Board
						committees as a whole, with particular
						reference to the Mandate of the Board and
						appropriate committee charters, where
						applicable and report periodically to the
						Board on such assessments.
						The Nominating Committee assess
						periodically the contribution and
						effectiveness of each individual director,
						with particular reference to any applicable
						position description as well as the
						competencies and characteristics each
						individual director is expected to bring to
						the board.
	10.	Director Term Limits and Other
		Mechanisms of Board Renewal
		(Alberta, Manitoba,		New Brunswick,
		Newfoundland		and Labrador,
		Northwest Territories, Nova Scotia,
		Nunavut,	Ontario, Québec,

• A-12 -

			- A-12 -
		Disclosure Requirements	Compliance	Description of Approach
		Saskatchewan, Yukon and corporations
		governed by the CBCA only)
		Disclose whether or not the issuer has	No	The Board is concerned that imposing
		adopted term limits for the directors on		arbitrary and inflexible director term limits
		its board or other mechanisms of board		discount the value of experience in the
		renewal and, if so, include a description		Company’s history and culture and the
		of those director term limits or other		importance of continuity, and risk the loss
		mechanisms of board renewal. If the		of key directors. The Board therefore
		issuer has not adopted director term		believes that it would not be appropriate
		limits or other mechanisms of board		to set term limits for its directors but rather
		renewal, disclose why it has not done		relies on the collective experience and
		so.		judgement of its members to determine
				when changes in the Board are
				appropriate. Shareholder feedback and
				voting results are also considered by the
				Board in this regard.
	11.	Policies Regarding the
		Representation of Women on the
		Board
		(Alberta, Manitoba, New Brunswick,
		Newfoundland and Labrador,
		Northwest Territories, Nova Scotia,
		Nunavut, Ontario, Québec,
		Saskatchewan and Yukon only)
	(a)	Disclose whether the issuer has	Yes	The Board does have a written gender
		adopted a written policy relating to the		diversity policy relating to the
		identification and nomination of		identification and nomination of women
		women directors. If the issuer has not		directors. Potential nominees for the
		adopted such a policy, disclose why it		Board are evaluated on the basis of
		has not done so.		experience, skill and ability and
				determining if the candidates’
				qualifications will meaningfully contribute
				to the effective functioning of the Board
				taking into consideration current Board
				composition and the skills and knowledge
				required to make the Board most effective.
	(b)	If an issuer has adopted a policy	Yes	The gender diversity policy is to enhance
		referred to in (a), disclose the following		the representation of women to the Board.
				The policy provides that any recruiting firm
				engaged to identify potential directors will
				be instructed to present at least 1/3 women
				board Candidates.
		in respect of the policy:		The gender diversity policy provides that
		(i) a short summary of its		the Nominating Committee
		objectives and key provisions,
		(ii) the measures taken to ensure		would take all reasonable efforts to
		that the policy has been effectively		identify and propose at each annual
		implemented,

• A-13 -

		Disclosure Requirements	Compliance	Description of Approach	Description of Approach	Description of Approach
		(iii) annual and cumulative		general meeting of shareholders of the
				Company,	a diverse selection of	director
				nominees to its Board for election at each
				annual general meeting of shareholders of
				the Company
		progress by the issuer in achieving the
		objectives of the policy, and
		(iv) whether and, if so, how the		Ms. Kathleen Miller is standing		for
		board or its nominating committee		re-election as director at the Meeting.
	measures the effectiveness of the policy.			In addition,	Ms. Stephany Verstraete and Ms.
				Sripriya Thinagar are nominees for election			as
				directors at	the Meeting.
				The Board or the Nominating Committee
				will review the implementation			and
				effectiveness of the policy periodically.
	12.	Consideration of the Representation of		See disclosure at items 11(a) and 11(b)
		Women in the Director Identification
		and Selection Process
		(Alberta, Manitoba, New Brunswick,	Yes
		Newfoundland and Labrador,
		Northwest Territories, Nova Scotia,
		Nunavut, Ontario, Québec,
		Saskatchewan and Yukon only)
		Disclose whether and, if so, how the
		board or nominating committee
		considers the level of representation of
		women on the board in identifying and
		nominating candidates for election or
		re-election to the board. If the issuer
		does not consider the level of
		representation of women on the board
		in identifying and nominating
		candidates for election or re-election to
		the board, disclose the issuer’s reasons
		for not doing so.
	13.	Consideration Given to the
		Representation of Women in
		Executive Officer Appointments
		(Alberta, Manitoba, New Brunswick,	Yes	While the Company is		an equal
		Newfoundland and Labrador,		opportunity employer and does not have
		Northwest Territories, Nova Scotia,		specific	targets for the	level	of
		Nunavut, Ontario, Québec,		representation of women when making
		Saskatchewan and Yukon only)		executive	officer appointments,		the
		Disclose whether and, if so, how the		Company	recognizes the value	of gender
		issuer considers the level of		diversity and two of the seven		executives

• A-14 -

		Disclosure Requirements	Disclosure Requirements	Disclosure Requirements	Compliance	Description of Approach
		representation of women in executive				reporting directly to the CEO are women,
		officer	positions when	making		namely the Chief Marketing Officer and
		executive	officer appointments. If the			the Chief Human Resources Officer. The
		issuer does not consider the		level of		Company does not, however, consider the
		representation of women in executive				level of representation of women in
		officer	positions when	making		executive officer positions when making
		executive	officer appointments,			executive officer appointments. The
		disclose the issuer’s reasons		for not		Company’s policies are committed to
		doing so.				treating people fairly, with respect and
						dignity, and to offer employment
						opportunities based upon an individual’s
						qualifications, character and performance,
						not the particular gender or social group
						that an individual may belong to.
	14.	Issuer’s	Targets Regarding the
		Representation of Women		on the
		Board and in Executive		Officer
		Positions
		(Alberta,	Manitoba, New Brunswick,
		Newfoundland and Labrador,
		Northwest Territories, Nova		Scotia,
		Nunavut,	Ontario,	Québec,
		Saskatchewan and Yukon only)
	(a)	For purposes of this Item, a		“target”	Yes	By the adoption of the gender diversity
		means a	number or percentage, or a			policy, the Board has committed to take all
		range of numbers or percentages,				reasonable efforts to identify and propose
		adopted by the issuer of women on the				at each annual general meeting of
		issuer’s board or in executive officer				shareholders of the Company, a diverse
		positions of the issuer by a specific date.				selection of director nominees to its Board
						for election at each annual general
						meeting of shareholders of the Company.
						The Board has not adopted a “target”
						relating to the identification and
						nomination of women directors and in
						executive officer positions. The Company
						is an equal opportunity employer and
						does not consider the level of
						representation of women when making
						executive officer appointments. The
						Company’s policies are committed to
						treating people fairly, with respect and
						dignity, and to offer employment
						opportunities based upon an individual’s
						qualifications, character and performance,

• A-15 -

		- A-15 -
	Disclosure Requirements	Compliance	Description of Approach
			not the particular gender or social group
			that an individual may belong to.
(b)	Disclose whether the issuer has	Yes	See disclosure at item 14(a)
	adopted a target regarding women on
	the issuer’s board. If the issuer has not
	adopted a target, disclose why it has
	not done so.
(c)	Disclose whether the issuer has	No	See disclosure at item 14(a)
	adopted a target regarding women in
	executive officer positions of the issuer.
	If the issuer has not adopted a target,
	disclose why it has not done so.
(d)	If the issuer has adopted a target	Yes	See disclosure at item 14(a)
	referred to in either (b) or (c), disclose:
	(i) the target, and
	(ii) the annual and cumulative
	progress of the issuer in achieving the
	target.
15.	Number of Women on the Board and
	in Executive Officer Positions
	(Alberta, Manitoba, New Brunswick,
	Newfoundland and Labrador,
	Northwest Territories, Nova Scotia,
	Nunavut, Ontario, Québec,
	Saskatchewan and Yukon only)
(a)	Disclose the number and proportion (in	Nil	One woman is currently director	of the
	percentage terms) of directors on the		Company, which represented 14% of		the
	issuer’s board who are women.		Board during Fiscal 2024. At the
			upcoming annual and
			special meeting of
			shareholders, there are
			three women nominees		to
			the Board. If all are
			elected, this proportion		will
			be 33%.
(b)	Disclose the number and proportion (in	Nil	See disclosure at item 14(a)
	percentage terms) of executive officers
	of the issuer, including all major
	subsidiaries of the issuer, who are
	women.
16.	Disclosure Relating to Diversity
(a)	Disclose whether or not the distributing	No	The Board does have a written	gender
	corporation has adopted a written		diversity policy relating	to	the
	policy relating to the identification and		identification and nomination of women
	nomination of members of designated		directors. The Board has not adopted a

• A-16 -

		Disclosure Requirements	Compliance	Description of Approach	Description of Approach	Description of Approach
		groups (such groups including women,		similar written	policy for other Designated
		Aboriginal peoples, members of visible		Groups. Potential nominees for the			Board
		minorities and persons with disabilities)		are evaluated	on the basis of experience,
		(“Designated Groups”) for directors		skill and ability and determining			if the
		and, if it has not adopted a written		candidates’	qualifications		will
		policy, the reasons why it has not		meaningfully contribute to the effective
		adopted the policy.		functioning of the Board taking into
				consideration	current Board composition
				and the skills and knowledge required to
				make the Board most effective.
	(b)	If the distributing corporation has	NA	For women, see disclosure at item			11(b).
		adopted a policy referred to in (a),		For other Designated Groups,			non
		disclose the following in respect of the		applicable.
		policy:
		(i) a short summary of its
		objectives and key provisions,
		(ii) a description of the measures
		taken to ensure that the policy has been
		effectively implemented,
		(iii) a description of annual and
		cumulative progress by the issuer in
		achieving the objectives of the policy,
		and
		(iv) whether and, if so, how the
		board or its nominating committee
		measures the effectiveness of the policy
		and, if so, a description of how it is
		measured.
	(c)	Disclose whether or not the board of	No	See disclosure	at item 16(a).
		directors or its nominating committee
		considers the level of the
		representation of Designated Groups
		on the board in identifying and
		nominating candidates for election or
		re-election to the board and, as the case
		may be, how that level is considered or
		the reasons why it is not considered.
	(d)	Disclose whether or not the distributing	No	While the	Company is	an	equal
		corporation considers the level of		opportunity employer and does not have
		representation of Designated Groups		specific targets for the		level of
		when appointing members of senior		representation	of Designated Groups
		management and, as the case may be,		when making executive			officer
		how that level is considered or the		appointments,	the Company	recognizes
		reasons why it is not considered.		the value of diversity. Two of		the	seven
				executives reporting directly to the CEO

• A-17 -

		Disclosure Requirements	Compliance	Description of Approach
				are women, namely the Chief Marketing
				Officer and the Chief Human Resources
				Officer. The Company does not, however,
				consider the level of representation of
				other Designated Groups in executive
				positions when making executive officer
				appointments. The Company’s policies are
				committed to treating people fairly, with
				respect and dignity, and to offer
				employment opportunities based upon an
				individual’s qualifications, character and
				performance, not the particular gender or
				social group that an individual may belong
				to.
	(e)	Disclose whether or not the distributing	No	For women, see disclosure at items 11(b)
		corporation has, for each group		and 14(a). For other Designated Groups,
		referred to in the definition Designated		the Board has not adopted a “target”
		Groups, adopted a target number or		relating to the identification and
		percentage, or a range of target		nomination of directors representing
		numbers or percentages, for members		members of those Designated Groups. The
		of the group to hold positions on the		Board has determined that, at this time,
		board of directors by a specific date and		additional targets would not be the most
		(i) for each group for which a target has		effective way of ensuring the Board is
		been adopted, the target and the		comprised of individuals with diverse
		annual and cumulative progress of the		attributes and backgrounds.
		corporation in achieving that target,
		and (ii) for each group for which a
		target has not been adopted, the
		reasons why the corporation has not
		adopted that target.
	(f)	Disclose whether or not the distributing	No	For women, see disclosure at item 14(a).
		corporation has, for each group		For other Designated Groups, the Board
		referred to in the definition Designated		has not adopted a “target” relating to the
		Groups, adopted a target number or		identification and nomination of
		percentage, or a range of target		executives representing members of those
		numbers or percentages, for members		Designated Groups. Two of the seven
		of the group to be members of senior		executives reporting directly to the CEO
		management by a specific date and, (i)		are women, namely the Chief Marketing
		for each group for which a target has		Officer and the Chief Human Resources
		been adopted, the target and the		Officer. The Company’s policies are
		annual and cumulative progress of the		committed to treating people fairly, with
		corporation in achieving that target,		respect and dignity, and to offer
		and (ii) for each group for which a		employment opportunities based upon an
		target has not been adopted, the		individual’s qualifications, character and
				performance, not the particular gender or
				diversity group that an individual may

• A-18 -

		Disclosure Requirements	Compliance	Description of Approach
		reasons why the corporation has not		belong to. However, with a view to
		adopted that target.		fostering diversity, the Company does not
				believe that targets are the right approach.
				It believes it is more positive to create an
				effective culture of diversity. The
				Company’s first criteria in selecting
				candidates to an executive position is
				based on considerations such as
				experience, skills and ability.
	(g)	Disclose for each group referred to in	Yes	For women, see disclosure at item 15(a).
		the definition Designated Groups, the		The company has 4 nominee directors,
		number and proportion, expressed as a		including 3 women, that are members of
		percentage, of members of each group		Designated Groups. This represents 44%
		who hold positions on the board of		of the Directors.
		directors.
	(h)	Disclose for each group referred to in	Nil	Two of the seven executives (representing
		the definition Designated Groups, the		29% of the executives) reporting directly
		number and proportion, expressed as a		to the CEO are women, namely the Chief
		percentage, of members of each group		Marketing Officer and the Chief Human
		who are members of senior		Resources Officer. There is no member of
		management of the distributing		senior management self-identifying as a
		corporation, including all of its major		member of the Designated Groups (other
		subsidiaries.		than women).

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SCHEDULE B MANDATE FOR THE BOARD OF DIRECTORS

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PURPOSE

• a) The members of the Board of Directors have the duty to supervise the management of the business and affairs of the Company. The Board, directly and through its committees and the Executive Chairman of the Board shall provide direction to senior management, generally through the Chief Executive Officer, to pursue the best interests of the Company.

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MEMBERSHIP, ORGANIZATION AND MEETINGS

• a) General — The composition and organization of the Board, including: the number, qualifications and remuneration of directors; the number of Board meetings; residency requirements; quorum requirements; meeting procedures and notices of meetings are as established by the Canada Business Corporations Act and the by-laws of the Company.

• b) Independence — The Board shall establish independence standards for the directors in accordance with Applicable Requirements (as defined below), and, at least annually, shall affirmatively determine the independence of each director in accordance with these standards. A majority of the directors shall be independent in accordance with these standards.

• c) Access to Management and Outside Advisors — The Board shall have unrestricted access to the Company’s management and employees. The Board shall have the authority to retain external legal counsel, consultants or other advisors to assist it in fulfilling its responsibilities and to set and pay the respective compensation of these advisors without consulting or obtaining the approval of any Company officer. The Company shall provide appropriate funding, as determined by the Board, for the services of these advisors.

• d) Secretary and Minutes — The Corporate Secretary, his or her designate or any other person the Board requests shall act as secretary of Board meetings. Minutes of Board meetings shall be recorded and maintained by the Corporate Secretary and subsequently presented to the Board for approval.

• e) Meetings Without Management — The Board shall, at least twice per year, hold unscheduled or regularly scheduled meetings, or portions of regularly scheduled meetings, at which management is not present.

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FUNCTIONS AND RESPONSIBILITIES

The Board shall have the functions and responsibilities set out below. In addition to these functions and responsibilities, the Board shall perform such duties as may be required by the binding requirements of any stock exchanges on which the Company’s securities are listed and all other applicable laws (collectively, the “Applicable Requirements”).

• a) Strategic Planning

• i. Strategic Plans — At least annually, the Board shall review and, if advisable, approve the Company’s strategic planning process and short-term and long-term strategic plan prepared by management. In discharging this responsibility, the Board shall review the plan in light of management’s assessment of emerging

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trends and opportunities, the competitive environment, risk issues, and significant business practices and products.

• ii. Business Plans — The Board shall review and, if advisable, approve the Company’s annual business plans.

• iii. Monitoring — At least annually, the Board shall review management’s implementation of the Company’s strategic and business plans. The Board shall review and, if advisable, approve any material amendments to, or variances from, these plans.

• b)

Risk Management

• i. General — The Board shall, with the assistance of the Audit Committee, review the factors identified by management in its annual and interim disclosures as principal risks that may affect the Company’s business including those that may impact future financial results and review the strategies identified by management to manage these factors.

• ii. Review of Controls — The Board shall, with the assistance of the Audit Committee, review the internal, financial, non-financial and business control and information systems that have been established by management and review the standards of corporate conduct that management is applying to these controls.

• c)

Human Resource Management

• i. General — At least annually, the Board shall, with the assistance of the Compensation Committee, review the Company’s approach to human resource management and executive compensation.

• ii. Succession Review — At least annually, the Board shall review the Executive Chairman of the Board, the Chief Executive Officer and the senior management succession plans of the Company.

• iii. Integrity of Senior Management — The Board shall, to the extent feasible, satisfy itself as to the integrity of the Chief Executive Officer and other senior management, and that these executive officers create a culture of integrity throughout the Company.

• d)

Corporate Governance

• i. General — On the recommendation of the Corporate Governance and Nominating Committee (“Nominating Committee”), the Board shall review the Company’s approach to corporate governance.

• ii. Governing Documents Review — At least annually, the Board shall review and assess the adequacy of the Company’s organizing documents and by-laws, and on the recommendation of the Nominating Committee, the mandate, charters, and the role descriptions for the Board, each Board committee, the Chief Executive Officer and the Executive Chairman of the Board (the “Governing Documents”) to determine if amendment is advisable, and if so, approve amendments to the Governing Documents.

• B-3 -

• iii. Performance Assessment — At least annually, the Board shall evaluate the performance of the Board, the individual directors, each Board committee and the Executive Chairman of the Board against their respective mandates and any other criteria the Board, on the recommendation of the Nominating Committee, considers appropriate.

• iv. Director Independence — At least annually, the Board, with the assistance of the Nominating Committee, shall evaluate the director independence standards established by the Board and the Board’s ability to act independently from management in fulfilling its duties.

• v. Governance Disclosure — The Board, with the assistance of the Nominating Committee, shall prepare, in conjunction with management, corporate governance disclosure for the Company’s annual reports and management information circulars.

• vi. Ethics Reporting — At least annually, the Board, with the assistance of the Nominating Committee, shall review reports provided by management relating to compliance with, or material deficiencies of, the Company’s Code of Business Conduct.

• e) Financial Information

• i. General — At least annually, the Board shall, with the assistance of the Audit Committee, review the Company’s internal controls relating to financial information and reports provided by management on material deficiencies in, or material changes to, these controls.

• ii. Integrity of Financial Information — The Board shall, with the assistance of the Audit Committee, review the integrity of the Company’s financial information and systems, the effectiveness of internal controls and management’s assertions on internal control and disclosure control procedures.

• f) Communications

• i. General — At least annually, the Board in conjunction with the Chief Executive Officer shall review the Company’s overall communications strategy, including measures for receiving feedback from the Company’s shareholders.

• ii. Disclosure — At least annually, the Board shall review management’s compliance with the Company’s disclosure policies and procedures and Internal Control over Financial Reporting. The Board shall, if advisable, approve material changes to the Company’s disclosure policies and procedures.

• g)

Committees of the Board

• i. Board Committees — The Board has established the Compensation Committee, the Audit Committee and the Nominating Committee. Subject to applicable law, the Board may establish other Board committees or merge or dispose of any Board committee.

• B-4 -

• ii. Committee Mandates — The Board has approved mandates for each Board committee and shall approve mandates for each new Board committee. At least annually, each mandate shall be reviewed, and, based on recommendations of the Executive Chairman of the Board, approved by the Board.

• iii. Delegation to Committees — The Board has delegated for approval or review the matters set out in each Board committee’s mandate to that committee.

• iv. Consideration of Committee Recommendations — As required, the Board shall consider for approval the specific matters delegated for review to Board committees.

• v. Board/Committee Communication — To facilitate communication between the Board and each Board committee, each committee chair shall provide a report to the Board on material matters considered by the committee at the first Board meeting after each meeting of the committee.

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DIRECTOR ORIENTATION AND EVALUATION

• a) Each new director shall participate in the Company’s initial and any ongoing orientation program and continuing education program.

• b) At least annually, the Board shall evaluate and review the performance of the Board, each of its committees, each of the directors and the adequacy of this mandate.

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CURRENCY OF THE BOARD MANDATE

This mandate was last revised and approved by the Board on June 27, 2024.

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SCHEDULE C CHARTER FOR THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

1. PURPOSE

a) The Compensation Committee is appointed by the Board of Directors to discharge the Board’s duties and responsibilities relating to the compensation of the Company’s Executive Chairman, Chief Executive Officer and senior management, as well as to review the human resource policies and practices that cover the Company’s employees.

2. MEMBERSHIP AND ORGANIZATION

a) Composition — The Compensation Committee shall consist of not less than three independent members of the Board. At the invitation of the Compensation Committee, members of the Company’s senior management and others may attend Compensation Committee meetings as the Compensation Committee considers necessary or desirable.

b) Appointment and Removal of Compensation Committee Members — Each member of the Compensation Committee shall be appointed by the Board on an annual basis and shall serve at the pleasure of the Board, or until the earlier of (a) the close of the next annual meeting of the Company’s shareholders at which the member’s term of office expires, (b) the death of the member or (c) the resignation, disqualification or removal of the member from the Compensation Committee or from the Board. The Board may fill a vacancy in the membership of the Compensation Committee.

c) Chair — At the time of the annual appointment of the members of the Compensation Committee, the Board shall appoint a Chair of the Compensation Committee. The Chair shall: be a member of the Compensation Committee, preside over all Compensation Committee meetings, coordinate the Compensation Committee’s compliance with this mandate, work with management to develop the Compensation Committee’s annual work-plan and meeting agendas to ensure that all business requiring the Compensation Committee’s approval is appropriately tabled, and provide reports of the Compensation Committee to the Board.

d) Independence — Each member of the Compensation Committee shall meet any requirements promulgated by any exchange upon which securities of the Company are traded, or any governmental or regulatory body exercising authority over the Company (collectively, “Applicable Requirements”) relating to independence.

3. MEETINGS

a) Meetings — The members of the Compensation Committee shall hold meetings as are required to carry out this mandate. The Chair, in consultation with the Executive Chairman, Chief Executive Officer, Chief Financial Officer and Corporate Secretary, determine the frequency, dates and locations of meetings of the Compensation Committee. The Chair shall preside over all Compensation Committee meetings, and in the absence of the Chair, the members of the Compensation Committee present may appoint a chair from their number for a meeting.

b) Corporate Secretary and Minutes — The Corporate Secretary, his or her designate or any other person the Compensation Committee requests, shall act as secretary at Compensation Committee meetings. Minutes of Compensation Committee meetings shall be recorded and maintained by the Corporate Secretary and subsequently presented to the Compensation Committee for approval.

• C-2 -

• c) Quorum — A majority of the members of the Compensation Committee shall constitute a quorum.

d) Access to Management and Outside Advisors — The Compensation Committee shall have unrestricted access to the Company’s management and employees. The Compensation Committee shall have the authority to retain external legal counsel, consultants or other advisors to assist it in fulfilling its responsibilities and to set and pay the respective compensation of these advisors. This is in line with Corporate Governance Guidelines issued by the CSA. The Company shall provide appropriate funding, as determined by the Compensation Committee.

4. FUNCTIONS AND RESPONSIBILITIES

The Compensation Committee shall have the functions and responsibilities set out below as well as any other matters that are specifically delegated to the Compensation Committee by the Board. In addition to these functions and responsibilities, the Compensation Committee shall perform the duties required of a Compensation committee by Applicable Requirements.

a) Executive Chairman of the Board Performance, Evaluation and Compensation

i. Performance Goals — At least annually, the Compensation Committee shall review and, if advisable, approve and recommend for Board approval performance goals for the Executive Chairman of the Board.

ii. Evaluation — At least annually, the Compensation Committee shall evaluate the performance of the Executive Chairman of the Board in relation to his or her performance goals.

iii. Compensation — At least annually, the Compensation Committee shall review, and, if advisable, approve and recommend for Board approval the Executive Chairman of the Board’s compensation package. The compensation package recommendation shall be based on the Executive Chairman of the Board’s performance evaluation conducted pursuant to subsection 4(1)(b) of this mandate, as well as other factors and criteria as may be determined by the Compensation Committee from time to time.

b) Chief Executive Officer Performance, Evaluation and Compensation

i. Performance Goals — At least annually, the Compensation Committee shall review and, if advisable, approve and recommend for Board approval performance goals for the Chief Executive Officer.

ii. Evaluation — At least annually, the Compensation Committee shall evaluate the performance of the Chief Executive Officer in relation to his or her performance goals. The Chief Executive Officer’s evaluation shall be conducted in conjunction with the Executive Chairman of the Board and shall be presented to the Board for its review.

iii. Compensation — At least annually, the Compensation Committee shall review, and, if advisable, approve and recommend for Board approval the Chief Executive Officer’s compensation package. The compensation package recommendation shall be based on the Chief Executive Officer’s performance evaluation conducted pursuant to subsection 4(2)(b) of this mandate, as well as other factors and criteria as may be determined by the Compensation Committee from time to time.

iv. Employment Arrangements — The Compensation Committee shall review, and, if advisable, approve and recommend for Board approval any arrangement with the Chief Executive Officer relating to employment terms, termination, severance, change in control or any similar arrangements. In undertaking

• C-3 -

this review, the Compensation Committee shall take into account the overall structure, costs and general implications of these arrangements.

c) Appointment and Compensation of Senior Management other than the Executive Chairman of the Board and the Chief Executive Officer

i. Senior Management — The Compensation Committee shall review and, if advisable, approve and recommend for Board approval the appointment, compensation and other terms of employment of the Chief Financial Officer, and all Named Executive Officers (NEO) reporting directly to the Chief Executive Officer and all other officers appointed by the Board of Directors.

ii. Senior Management Compensation Principles, Policies and Plans — At least annually, the Compensation Committee shall review, and, if advisable, approve and recommend for Board approval the Company’s compensation principles, policies and plans for management, including the establishment of performance measures and evaluation processes. The Compensation Committee shall oversee the development and implementation of these principles, policies and plans.

iii. Employment Arrangements — The Compensation Committee shall review, and, if advisable, approve and recommend for Board approval arrangements with the Chief Financial Officer, and all Named Executive Officers (NEO) reporting directly to the Chief Executive Officer and such other key senior management positions as the Compensation Committee may determine relating to material or nonstandard employment terms, termination, severance, change in control or any similar arrangements. In undertaking this review, the Compensation Committee shall take into account the overall structure and costs of these arrangements.

d) Compensation of Directors

i. Compensation — At least annually, the Compensation Committee shall review, and, if advisable, approve and recommend for Board approval the compensation package for directors. The compensation package recommendation shall be based on factors and criteria as may be determined by the Compensation Committee from time to time.

e) Compensation Principles, Policies and Plans, Equity-Based Plans

i. Compensation Principles, Policies and Plans — At least annually, the Compensation Committee shall review and, if advisable, approve or amend the Company’s compensation principles, policies and plans. ii. Equity-Based Compensation Plans — At least annually, the Compensation Committee shall review the Company’s equity-based compensation plans and shall determine whether these plans are consistent with the Company’s compensation principles and policies.

iii. Administer Equity-Based Compensation Plans –- On an on-going basis, the Compensation Committee shall administer and interpret the Company’s equity-based compensation plans and its policies respecting the grant of compensation pursuant thereto, and, if advisable, review and recommend for approval of the Board the grant of compensation thereunder and the terms thereof.

f) Disclosure

i. Compensation Committee Report on Executive Compensation — The Compensation Committee shall prepare, in conjunction with management, the annual Report on Executive Compensation for inclusion in the Company’s management information circulars. The Report on Executive Compensation must be approved by the Compensation Committee prior to its dissemination.

• C-4 -

ii. Executive Compensation Disclosure — The Compensation Committee shall review and, if advisable, approve the Company’s Compensation Discussion & Analysis and of the executive compensation disclosure required by Applicable Requirements prior to its public release.

g) Assessment of Regulatory Compliance — The Compensation Committee shall review management’s assessment of compliance with Applicable Requirements as they pertain to responsibilities under this mandate, and report its findings to the Board and recommend changes it considers appropriate.

h) Delegation — The Compensation Committee may, to the extent permissible under Applicable Requirements, designate a sub-committee to review any matter within this mandate as the Compensation Committee deems appropriate.

5. REPORTING TO THE BOARD

a) The Chair shall report to the Board on material matters arising at Compensation Committee meetings and, where applicable, shall present the Compensation Committee’s recommendations to the Board for its approval.

6. GENERAL

a) The Compensation Committee shall, to the extent permissible by Applicable Requirements, have such additional authority as may be reasonably necessary or desirable, in the Compensation Committee’s discretion, to exercise its powers and fulfill the duties under this mandate.

7. CURRENCY OF THE COMPENSATION COMMITTEE CHARTER

This charter was last reviewed and approved by the Board on June 27, 2024

• D-1 -

SCHEDULE D

BY-LAW NO.2

1. Definitions . In this by-law, unless the context otherwise requires:

2. 1.1 “Act” means the Canada Business Corporations Act, as amended from time to time.

3. 1.2 “Affiliate” when used to indicate a relationship with a specific person, shall mean a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such specified person. For purpose of this definition: (a) “control”, as used with respect to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities, by agreement or otherwise, and (b) “ controlled by ” or under “ common control with ” have correlative meanings.

4. 1.3 “ Applicable Securities Laws ” means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such legislation 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.

5. 1.4 “ Articles ” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, arrangement, reorganization or revival of the Corporation.

6. 1.5 “ Associate ” has the meaning given to it in the Act.

7. 1.6 “ By-laws ” means this By-law and any other by-laws of the Corporation as amended and which are, from time to time, in force and effect.

8. 1.7 “ Board ” means the board of directors of the Corporation.

9. 1.8 “ Close of Business ” means 5:00 p.m. (Montréal time) on a business day in that city.

10. 1.9 “ Corporation ” means Tecsys Inc.

11. 1.10 “ Meeting Notice Date ” means the date on which the first notice to the shareholders or first Public Announcement of the date of the meeting of shareholders was issued by the Corporation.

12. 1.11 “ meeting of shareholders ” means an annual, an annual and special meeting or a special meeting (which is not an annual and special meeting) of shareholders.

13. 1.12 “ Nominating Shareholder ” has the meaning given to it in Section 2.1.3.

14. 1.13 “ Nomination Notice ” has the meaning given to it in Section 2.3.

15. 1.14 “person” means any individual or entity.

16. 1.15 “Proposed Nominee” has the meaning given to it in Section 2.7.1.

17. 1.16 “Public Announcement” means disclosure in (a) a press release reported in a national news service in Canada, or (b) a document publicly filed by the Corporation or its transfer agent and registrar under the Corporation’s profile on SEDAR+.

18. 1.17 “SEDAR+” means the System for Electronic Document Analysis and Retrieval+ at www.sedarplus.com.

19. D-2 -

20. 1.18 “special meeting” includes a meeting of any class or classes of shareholders, and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders.

2. Advance Notice of Nomination of Directors.

• 2.1 Nomination Procedures.

Subject to the Act, Applicable Securities Laws and the Articles, only those individuals nominated in accordance with the procedures set out in this Article 2 shall be eligible for the election to the Board. Nominations of persons for election to the Board may only be made at any annual meeting of shareholders, or at a special meeting of shareholders called for any purpose, which includes the election of directors, as follows:

• 2.1.1 by or at the direction of the Board, including pursuant to a notice of meeting;

• 2.1.2 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 shareholders meeting by one or more shareholders made in accordance with the Act; or

• 2.1.3 by any person (a “ Nominating Shareholder ”) who:

  • (a) at the close of business on the date of giving the Nomination Notice set out in Section 2.3, and on the record date for determining shareholders entitled to vote at 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

  • (b) complies with the notice procedures set forth in this Article 2.

• 2.2 Exclusive Means.

For the avoidance of doubt, the procedures set forth in this Article 2 shall be the exclusive means for any person to bring nominations for election to the Board at or in connection with any annual or special meeting of shareholders of the Corporation.

2.3 Timely Notice.

A Nominating Shareholder must give written notice of its director nomination, the contents of such notice are set out in this Section 2.4 (such notice, a “ Nomination Notice ”), to the secretary of the Corporation even if such matter is already the subject of a notice to the shareholders or a Public Announcement. The Nomination Notice must be received by the Corporation:

2.3.1 in the case of an annual meeting of shareholders, not less than 30 days before the date of such meeting; provided that, if (i) an annual meeting is called for a date that is less than 50 days after the Meeting Notice Date, notice by the Nominating Shareholder shall be made not less than the close of business on the 10th day after the Meeting Notice Date, and (ii) the Corporation uses “notice-and-access” (as defined in National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer) to send proxy-related materials to shareholders in connection with an annual meeting, notice must be received not less than 40 days before the date of the annual meeting;

2.3.2 in the case of a special meeting (which is also an annual meeting) of shareholders called for the purpose of electing directors (whether or not also called for the purpose of conducting other business), not later than the close of business on the 15th day after the Meeting Notice Date.

• D-3 -

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 Section 2.3.

2.4 Nomination Notice Information.

To be in proper written form, a Nomination Notice must comply with this Article 2 and must disclose or include, as applicable:

• 2.4.1 as to each person whom the Nominating Shareholder proposes to nominate for election as a director (each a “ Proposed Nominee ”):

• (a) the name, age and business and residential address of the Proposed Nominee;

• (b) a statement indicating whether the Proposed Nominee is a “resident Canadian” as defined in the Act;

• (c) the principal occupation, business or employment of the Proposed Nominee, both at present and within the five years preceding the notice;

• (d) the number of securities of each class of voting securities of the Corporation beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, 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 Nomination Notice;

• (e) 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 acting jointly or in concert with the Nominating Shareholder or the Proposed Nominee, in connection with the Proposed Nominee’s nomination and election as a director;

• (f) whether the Proposed Nominee is a 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 Corporation and the interests of the Proposed Nominee;

• (g) any other information relating to the Proposed Nominee that would be required to be disclosed in a dissident proxy circular or other filings required to be made in connection with the solicitation of proxies for the election of directors pursuant to the Act or Applicable Securities Laws; and

• D-4 -

• 2.4.2 as to each Nominating Shareholder:

• (a) the name, business and, if applicable, residential address of such Nominating Shareholder;

• (b) the number of securities of each class of voting securities of the Corporation 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 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 Nomination Notice;

• (c) 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;

• (d) 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;

• (e) a representation and proof that the Nominating Shareholder is a holder of record of securities of the Corporation, or a beneficial owner, entitled to vote at such meeting;

• (f) a representation as to whether such Nominating Shareholder intends to deliver an information circular and form of proxy to any shareholder of the Corporation in connection with the election of directors or otherwise solicit proxies of votes from shareholders of the Corporation in support of such nomination; and

• (g) any other information relating to such Nominating Shareholder that would be required to be disclosed in a dissident information circular or other filings required to be made in connection with the solicitation of proxies for the election of directors pursuant to the Act or Applicable Securities Laws; and

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Reference to “ Nominating Shareholder ” in this Section 2.4 shall be deemed to refer to each shareholder that nominates or seeks to nominate a person for election as a director in the case of a nomination proposal where more than one shareholder is involved in making the nomination proposal.

2.5 Additional Information.

The Corporation may require any Proposed Nominee to furnish such other information, including completion of a director’s questionnaire, as may be reasonably required by the Corporation to determine whether the Proposed Nominee would be considered “independent” under the relevant standards contemplated by Applicable Securities Laws or any stock exchange rules that may be applicable to the Corporation in the same manner as such standards are applicable to the Corporation’s other directors.

2.6 Compliance.

In addition to the provisions of this Article 2, 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 in this Article 2.

2.7 Currency of Notice.

All information to be provided in a Nomination Notice shall be provided as of the date of such Nomination Notice. To be considered timely and in proper form, a Nomination Notice shall be promptly updated and supplemented, if necessary, by the Nominating Shareholder so that the information provided or required to be provided in such Nomination Notice shall be true and correct as of the record date for the meeting.

2.8 Delivery of Notice.

Notwithstanding any other provision of this By-law, a Nominating Shareholder shall deliver the Nomination Notice to the Corporation’s registered office. A Nomination Notice shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile or email of a PDF document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid).

2.9 Power of the Chair.

The chair of any meeting of shareholders of the Corporation shall have the power to determine whether a nomination was made in accordance with the provisions of this Article 2 and, if any proposed nomination is not in compliance with this Article 2, to declare that such defective nomination shall be disregarded.

3. Waiver. The Board may, in its sole discretion, waive any requirement in this By-law.

MADE by the Board the 27th of June, 2024.

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Mark J. Bentler Secretary