Winpak Ltd — Proxy Solicitation & Information Statement 2025

Mar 20, 2025

W

WINPAK

PROXY

ANNUAL MEETING OF SHAREHOLDERS OF WINPAK LTD. (the "Company")

The undersigned shareholder of the Company hereby appoints Olivier Y. Muggli, or failing this person, Scott M. Taylor or in the place of the foregoing, (*) _____ as proxyholder for and on behalf of the shareholder with the power of substitution to attend, act and vote for and on behalf of the shareholder in respect of all matters that may properly come before the Annual Meeting of Shareholders of the Company to be held both online via live audio/video webcast at https://meetnow.global/MWMF7NK and in person at the Fort Garry Hotel, 222 Broadway, Winnipeg, Manitoba on Thursday, May 15, 2025, at 3:00 p.m. (CDT) and at every adjournment thereof, to the same extent and with the same powers as if the undersigned shareholder were present at the said Meeting or any adjournment thereof.

The shareholder hereby directs the proxyholder to vote the securities of the Company registered in the name of the shareholder as specified herein.

(*) The shareholder has the right to appoint a proxyholder (who need not be a shareholder) other than the proxyholders designated, and such right may be exercised by inserting the name of such other proxyholder in the space provided. For your chosen proxyholder to attend the Meeting online, you must visit http://www.computershare.com/Winpak by 3:00 p.m. (CDT) on May 13, 2025, and provide our transfer agent, Computershare Trust Company of Canada ("Computershare"), with the required information for your chosen proxyholder so that Computershare may provide the proxyholder with an Invite Code via email. This Invite Code will allow your proxyholder to log in to and vote at the meeting. Without an Invite Code, your proxyholder will only be able to log in to the meeting as a guest and will not be able to vote.

Resolutions (For full details of each item, please see the enclosed Notice of Meeting and Management Proxy Circular). Please indicate your voting preference by marking an "X" in the space provided.

1. To elect each of the following as directors of the Company:

For	Withhold	Against
Antti H. Aarnio-Wihuri	☐	☐
Martti H. Aarnio-Wihuri	☐	☐
Rakel J. Aarnio-Wihuri	☐	☐
Bruce J. Berry	☐	☐
Kenneth P. Kuchma	☐	☐
Dayna Spiring	☐	☐
Minna H. Yrjönmäki	☐	☐

1. To appoint the auditor of the Company

2. To consider and approve an advisory resolution to accept the Company's approach to executive compensation

☐	☐

The shares represented by this proxy will be voted for or against regarding the election of directors, voted for or withheld from voting regarding the appointment of the auditor, and to consider and vote for or against the advisory resolution. However, if such specification is not made in respect of any matter, this proxy shall be deemed to grant authority to vote in favor of any such matter.

The undersigned shareholder hereby revokes any proxy previously given to attend and vote at said Meeting.

SIGN HERE: ____
Date: ____

Please print name: _____

THIS PROXY FORM IS NOT VALID UNLESS IT IS SIGNED. SEE IMPORTANT INFORMATION AND INSTRUCTIONS ON REVERSE.

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INSTRUCTIONS FOR COMPLETION OF PROXY

1. This Proxy is solicited by the Management of the Company.

2. This form of proxy ("Instrument of Proxy") must be signed by you, the shareholder, or by your attorney duly authorized by you in writing, or, in the case of a corporation, by a duly authorized officer or representative of the corporation; and if executed by an attorney, officer, or other duly appointed representative, the original or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy.

3. If this Instrument of Proxy is not dated in the space provided, authority is hereby given by you, the shareholder, for the proxyholder to date this proxy seven (7) calendar days after the date on which it was mailed to you, the shareholder, by Winpak Ltd.

4. A shareholder who wishes to attend the Meeting and vote on the resolutions in person may simply register with the scrutineers before the Meeting begins.

5. A shareholder who wishes to attend the Meeting and vote on the resolutions online, should log in to the website up to 60 minutes prior to the start of the meeting, entering your Control Number. Shareholders will be able to vote at the Meeting by completing a ballot online during the Meeting, provided they are connected to the internet and properly follow the instructions contained on the website.

6. A shareholder who is not able to attend the Meeting in person or online but wishes to vote on the resolutions may do the following:

(a) appoint one of the management proxyholders named on the Instrument of Proxy, by leaving the wording appointing a nominee as is (i.e. do not strike out the management proxyholders shown and do not complete the blank space provided for the appointment of an alternate proxyholder). Where no choice is specified by a shareholder with respect to a resolution set out in the Instrument of Proxy, a management appointee acting as a proxyholder will vote in favour of each matter identified on this Instrument of Proxy and for the nominees of management for directors and auditor as identified in the enclosed Notice of Meeting and Management Proxy Circular;

OR

(b) appoint another proxyholder, who need not be a shareholder of the Company, to vote according to the shareholder's instructions, by striking out the management proxyholder names shown and inserting the name of the person you wish to represent you at the Meeting in the space provided for an alternate proxyholder. If no choice is specified, the proxyholder has discretionary authority to vote as the proxyholder sees fit. Proxyholders may attend the Meeting in person or online. For proxyholders attending online, they should log in to the website up to 60 minutes prior to the start of the meeting, entering their Invite Code. Proxyholders attending online will be able to vote at the Meeting by completing a ballot online during the Meeting, provided they are connected to the internet and properly follow the instructions contained on the website.

1. The securities represented by this Instrument of Proxy will be voted for, withheld from voting or voted against, as applicable, in accordance with the instructions of the shareholder on any poll of a resolution that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. Further, the securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the resolutions set out on the Instrument of Proxy, or any other matters which may properly come before the Meeting, as the proxyholder in its sole discretion sees fit.

To be represented at the Meeting, this proxy form must be received at the office of the Secretary, Winpak Ltd. no later than forty-eight (48) hours (excluding Saturdays, Sundays, and holidays) prior to the time of the Meeting, or adjournment thereof or may be accepted by the Chairman of the Meeting prior to the commencement of the Meeting. The mailing address is:

Winpak Ltd.
Attention: Secretary
100 Saulteaux Crescent, Winnipeg, Manitoba, Canada R3J 3T3
Email: mandy.meyer@winpak.com