
Proposal
RATIFICATION, CONFIRMATION AND APPROVAL OF SHAREHOLDER RIGHTS PLAN
On May 12, 2026, the Board adopted a shareholder rights plan (the “Rights Plan”) pursuant to a shareholder rights plan agreement entered into on May 12, 2026 with TSX Trust Company, as rights agent (the “Rights Agreement”). Shareholders are therefore being asked to ratify, confirm and approve the Rights Plan at the Meeting.
The Rights Plan is similar to shareholder rights plans adopted by other Canadian public companies.
The objective of the Rights Plan is to ensure, to the extent possible, that all shareholders of the Corporation are treated equally and fairly in connection with any unsolicited take-over bid or other acquisition of control of the Corporation. The Rights Plan is also intended to prevent, to the extent possible, an unsolicited or hostile acquiror from obtaining control or effective control of the Corporation through transactions exempt from the formal take-over bid rules under applicable Canadian securities laws, including private agreement purchases or other “creeping” acquisitions over time, and to protect against auction-preventing “hard” lock-up agreements.
The Board unanimously recommends that shareholders vote FOR the ordinary resolution ratifying, confirming and approving the Shareholder Rights Plan. The Board believes the Plan is consistent with current Canadian market practice and provides an appropriate framework for the protection of shareholder interests while preserving the ability of shareholders to receive and consider bona fide take-over offers.
In the absence of a contrary instruction, the person(s) designated by management of the Corporation in the enclosed form of proxy intend to vote FOR the ordinary resolution ratifying, confirming and approving the adoption of the Rights Plan.

