Transcontinental Inc — Proxy Solicitation & Information Statement 2024

Jan 23, 2024

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Appointment of a proxyholder

I/We, being holder(s) of Class A Subordinate Voting Shares of Transcontinental Inc. (the “Corporation”), hereby appoint Isabelle Marcoux, or failing her, Jacynthe Côté, or

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Print the name of the person you are appointing if this person is someone other than the individuals listed above

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the directions set out below (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual Meeting of Shareholders of the Corporation to be held only via live webcast at https://web.lumiagm.com/422177089 at 10:00 a.m. (Montréal time) on Wednesday, March 13, 2024, and at any and all adjournments thereof in the same manner, to the same extent and with the same powers as if the undersigned was/were personally present, with full power of substitution. To participate, interact, ask questions or vote at the Meeting, participants (other than guests) will need a Control Number (see Control Number set forth on this Proxy for registered shareholders) and the following password: “ tc2024 ” (case sensitive ). If you appoint a proxyholder other than the proxyholders listed above, YOU MUST return your proxy by mail, fax or email to TSX Trust Company and have the proxyholder either call TSX Trust Company at 1 866 751-6315 (toll free in Canada and the United States) or at 416 682-3860 or complete the online form at https://www.tsxtrust.com/control-number-request by 4:00 p.m. (Montréal time) on March 12, 2024, so that TSX Trust may provide such proxyholder with a 13-digit proxyholder control number via email. Such 13-digit proxyholder control number will differ from the Control Number set forth on this Proxy. Without a 13-digit proxyholder control number, your proxyholder will not be able to participate, interact, ask questions or vote at the Meeting, but will be able to attend as a guest.

Management recommends voting FOR the following resolutions. Please use a black pencil or pen.

1. Election of Directors

		FOR	AGAINST			FOR	AGAINST
1.	Jacynthe Côté			6.	Pierre Marcoux
2.	Nelson Gentiletti			7.	Anna Martini
3.	Yves Leduc			8.	Mario Plourde
4.	Isabelle Marcoux			9.	Jean Raymond
5.	Nathalie Marcoux			10.	Annie Thabet
ppo	intment of Auditors
						FOR	WITHHOLD
Appointment of KPMG LLP, as auditors and authorizing the directors				to fix	their
remuneration.
esol	ution on the Approach to Executive Compensation
						FOR	WITHHOLD	AGAINST

2. Appointment of Auditors

3. Resolution on the Approach to Executive Compensation

Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in the management proxy circular provided in connection with the annual meeting of shareholders of the Corporation held on March 13, 2024.

Under Canadian securities legislation, you are entitled to receive certain investor documents. If you wish to receive such documents, please check the applicable boxes below. You may also go to the TSX Trust Company website at https://services.tsxtrust.com/financialstatements and input code 7466a.

 I would like to receive quarterly financial statements  I would like to receive annual financial statements

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this proxy will be voted FOR a matter by management’s appointees or, if you appoint another proxyholder, as such other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.

Signature Date

Please sign exactly as your name(s) appears on this proxy. Please see reverse for instructions. All proxies must be received by no later than 4:00 p.m. (Montréal time) on Tuesday, March 12, 2024.

Proxy Form – Annual Meeting of Shareholders of Transcontinental Inc. to be held on March 13, 2024 (the “Meeting”)

NOTES

1. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

2. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

3. Some holders may own securities as both a registered and a beneficial holder; in such case you may receive more than one proxy package and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or voting instructions form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

4. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together in respect of such security.

All holders should refer to the Management Proxy Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

This proxy is solicited by and on behalf of the Corporation’s management.

All proxies must be received by 4:00 p.m. (Montréal time) on March 12, 2024.

How to Vote

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

INTERNET

TELEPHONE

Go to www.meeting-vote.com Use any touch-tone phone, call toll free in Canada and the United States Cast your vote online 1 888 489-7352 , an agent will hep you vote online View Meeting documents

To vote by Internet or telephone you will need your control number. If you vote by Internet or telephone, DO NOT return this proxy.

MAIL, FAX or EMAIL

• Complete and return your signed proxy in the envelope provided or send to: TSX Trust Company P.O. Box 721 Agincourt, ON M1S 0A1

• You may alternatively fax your proxy to 1 416 595-9593 or scan and email to proxyvote@tmx.com.

If you wish to receive investor documents electronically in the future, please visit https://services.tsxtrust.com/edelivery to enroll.

An undated proxy is deemed to be dated on the day it was mailed by management to you.