NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

MEETING TO BE HELD ON JUNE 11, 2025

APRIL 15, 2025

DOLLARAMA

LETTER FROM THE CHAIRMAN

Dear fellow shareholders,

On behalf of your board of directors, I am pleased to invite you to join us for our 2025 virtual annual meeting of shareholders, to be held on June 11, 2025, at 9:00 a.m. ET. I encourage you to carefully review the enclosed proxy materials as you exercise your right to vote and make your voice heard in the management of the Corporation.

As stewards of the Corporation, our ultimate responsibility is to guide management in advancing Dollarama's strategic vision, and we are proud of the progress made since our last annual meeting. Fiscal 2025 marked another year of strong financial and operational performance. It also marked a year of significant progress in the advancement of our long-term growth strategy.

The Corporation's leadership team has shown strategic foresight and has been executing its plans with precision. While pursuing increased growth targets in Canada and Latin America, Dollarama is now entering carefully selected new geographies that provide the right conditions to deploy its value proposition. Our aim is to manage the business responsibly and to thoughtfully deploy capital to generate attractive long-term returns for our shareholders, and the results are tangible.

In addition to our active oversight of corporate strategy, your directors, all of whom are standing for re-election this year, continued to ensure that the Corporation meets or exceeds high governance standards and practices in Fiscal 2025. This included, but was not limited to, the areas of sustainability, where we continued our work regarding ethical practices and the respect of human rights in our extended supply chain. On risk management, particular attention was paid to cybersecurity oversight. In addition, we conducted a review of various components of executive compensation to ensure best practices. Through this work, each director brings a strong and relevant mix of experience and expertise, collectively enabling us to effectively carry out our fiduciary responsibilities.

We look forward to continuing to do so on your behalf, and we wish to thank you, our valued shareholders, for your confidence and trust.

Sincerely,

(signed) Stephen Gunn

Stephen Gunn
Chairman of the Board

DOLLARAMA

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF THE MATERIALS

NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders (the "Meeting") of Dollarama Inc. ("Dollarama" or the "Corporation") will be held in a virtual-only format, via live audio webcast, on June 11, 2025 at 9:00 a.m. (Montreal time) at www.virtualshareholdermeeting.com/DOLR2025 for the purposes of:

(1) receiving the consolidated financial statements of the Corporation for the fiscal year ended February 2, 2025 ("Fiscal 2025"), together with the independent auditor's report thereon (see page 10 of the accompanying management proxy circular (the "Circular"));
(2) electing the ten (10) directors named in the Circular for the ensuing year (see page 10 of the Circular);
(3) appointing the auditor of the Corporation for the ensuing year and authorizing the directors to fix its remuneration (see page 11 of the Circular);
(4) considering an advisory non-binding resolution on the Corporation's approach to executive compensation, as more particularly described in the Circular (see page 12 of the Circular);
(5) considering the shareholder proposals set forth in Schedule B of the Circular (see page 13 of the Circular); and
(6) transacting such other business as may properly come before the Meeting or any adjournment thereof.

Additional information on matters to be put before the Meeting is set forth in the Circular.

Shareholders are entitled to receive notice and to vote at the Meeting if they were shareholders as at the close of business on the record date, being April 17, 2025.

By following the instructions set forth in the Circular and logging on to www.virtualshareholdermeeting.com/DOLR2025, shareholders will be able to attend the Meeting live, submit questions and vote their shares while the Meeting is being held.

Registered and non-registered shareholders entitled to vote at the Meeting may vote by proxy in advance of the Meeting. However, only registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) will be entitled to vote at the Meeting during the live audio webcast. Non-registered shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting and ask questions but will not be able to vote. Guests will be able to attend the Meeting but will not be able to submit questions, vote their shares (if any) or otherwise participate in the Meeting.

Please note that shareholders and duly appointed proxyholders will need the 16-digit control number indicated on the form of proxy or voting instruction form accompanying this Notice or the 8-character Appointee Identification Number, as applicable, in order to log on to the Meeting as "Shareholder" or "Proxyholder/Appointee". Otherwise, they will have to log on as "Guests". Please refer to the accompanying Circular for additional details on how to appoint yourself as proxyholder and how to log on to the Meeting.

Regardless of whether or not shareholders are able to attend the Meeting (or any adjournment thereof) via the live audio webcast, shareholders are strongly encouraged to complete, date, sign and return the accompanying form of proxy or voting instruction form, as applicable, in accordance with the instructions set out on such form and in the Circular, or alternatively to vote over the Internet or by telephone, at their discretion, in accordance with the instructions provided on such form and in the Circular. To be used at the Meeting, proxies must be received by 9:00 a.m. (Montreal time) two (2) business days prior to the Meeting, being June 9, 2025, or, if the Meeting is adjourned

or postponed, by not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the adjourned or postponed meeting.

The Corporation is using the notice-and-access procedures permitted by Canadian securities laws for the delivery of the Circular, the management's discussion and analysis, the consolidated financial statements of the Corporation and the auditor's report for Fiscal 2025, and other related materials of the Meeting (the "Proxy Materials") to shareholders. The Corporation is also using the notice-and-access procedures in accordance with Section 13(2) of the Fighting Against Forced Labour and Child Labour in Supply Chains Act for the delivery of the annual report for Fiscal 2025 (collectively with the Proxy Materials, the "Materials") pursuant to Section 11 of such Act. Under the notice-and-access procedures, instead of receiving paper copies of the Materials, shareholders receive a copy of this notice of 2025 annual meeting of shareholders and notice of availability of the materials (the "Notice of Meeting") (which provides information on how to access copies of the Materials, how to request a paper copy of the Materials and details about the Meeting) and a form of proxy or voting instruction form, as applicable. Adopting the notice-and-access procedures facilitates access to the Materials and contributes to the protection of the environment by reducing the amount of paper sent to shareholders.

The Materials will be available online at https://materials.proxyvote.com/25675T, in French and in English, on the Corporation's website at www.dollarama.com and on SEDAR+ under the Corporation's profile at www.sedarplus.ca.

Shareholders may request a paper copy of the Materials by mail, free of charge, by calling Broadridge Investor Communications Corporation ("Broadridge") toll free at 1-877-907-7643 (Canada and U.S.) or 303-562-9305 for English and 303-562-9306 for French (international), either before or after the Meeting. Shareholders will be asked to enter the 16-digit control number indicated on the form of proxy or voting instruction form they received with this Notice of Meeting to request a paper copy of the Materials.

To receive the Proxy Materials in advance of the voting deadline and the Meeting date, requests for paper copies must be received by no later than May 23, 2025. If a shareholder requests a paper copy of the Materials, please note that another form of proxy or voting instruction form will not be sent; please retain the one received with this Notice of Meeting for voting purposes.

The Corporation elected to conduct the Meeting virtually again this year. While the Corporation has considered the concerns expressed by certain stakeholders regarding virtual only meetings, the Corporation believes that such a format encourages participation by all shareholders, regardless of their geographic location, and gives all shareholders an equal opportunity to participate in the Meeting. We remain committed to ensuring that shareholder meetings encourage shareholder participation and engagement and to facilitating the exercise by all shareholders of their rights to vote, attend and participate at the Meeting. We believe that the use of technology-enhanced shareholder communications will facilitate individual investor participation, making the Meeting accessible and engaging for all involved. The platform chosen to hold the Meeting allows for all shareholders to attend the Meeting through a single sign-on process, to follow deliberations in the language of their choice, and to ask questions. Shareholders may also submit their questions in writing before the Meeting through [email protected]. The Corporation welcomes feedback on the Meeting and will welcome other opportunities to engage with its shareholders throughout the year, as will be described in the Circular.

If you have any questions regarding this Notice of Meeting, the notice-and-access procedures or the Meeting procedures, please contact Broadridge at 1-844-916-0609 for English and 1-844-973-0593 for French (Canada and U.S.) or 303-562-9305 for English and 303-562-9306 for French (international).

For any technical difficulties experienced during the registration, authentication or voting process or during the Meeting, please call the technical support number posted on the Meeting log-in page.

Dated at Montreal, Quebec, this 15th day of April 2025.

By order of the board of directors,

(signed) Laurence L'Abbé

Laurence L'Abbé

Senior Vice-President, Legal Affairs and Corporate Secretary

DOLLARAMA

(1)

NOTICE-AND-ACCESS...2
IMPORTANT INFORMATION ABOUT THE MEETING...3
Attending the Virtual Meeting...3
Rules of Conduct of the Meeting...4
VOTING INFORMATION...5
Who Can Vote...5
Voting by Proxy in Advance of the Meeting...6
How Your Shares Will Be Voted...6
Participating and Voting at the Meeting...7
Changing Your Vote or Revoking your Proxy...9
Interest of Certain Persons in Matters to be Acted Upon...9
Voting Securities and Principal Holders of Voting Securities...9
BUSINESS OF THE MEETING...10
Financial Statements...10
Election of Directors...10
Appointment of Auditor...11
Advisory Vote on Executive Compensation...12
Shareholder Proposals...13
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS...13
Description of Proposed Director Nominees...13
Director Compensation...24
Director Share Ownership Guidelines...27
Cease Trade Orders or Bankruptcies...28
Penalties or Sanctions...28
COMPENSATION DISCUSSION AND ANALYSIS...29
Compensation Objectives...29
Annual Compensation Review Process...29
Compensation Consulting Services...30
Comparator Group...30
Performance Graph...31
Compensation Components...32
Additional Information on Long-Term Incentive Plans...37
Summary Compensation Table...42
Incentive Plan Awards...44
Termination and Change of Control Benefits...45
Pension Benefits...48
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS...49
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS...50
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS...50
CORPORATE GOVERNANCE...51
Board of Directors...51
Board of Directors Committees...56
Orientation and Continuing Education...58
Assessments...59
Nomination of Directors...60
Advance Notice of Director Nominations...60
Code of Conduct...61
Diversity...62
Indemnification and Insurance...63
ESG Matters...64
Shareholder Communication and Engagement...65
GENERAL...66
ADDITIONAL INFORMATION...66
SHAREHOLDER PROPOSALS...66
APPROVAL BY DIRECTORS...66
SCHEDULE A – MANDATE OF THE BOARD OF DIRECTORS...A-1
SCHEDULE B – SHAREHOLDER PROPOSALS...B-1

Dollarama Inc. – 2025 Management Proxy Circular

DOLLARAMA

MANAGEMENT PROXY CIRCULAR

This management proxy circular (the "Circular") is furnished by management of Dollarama Inc. ("Dollarama" or the "Corporation") in connection with the solicitation of proxies for use at the annual meeting of shareholders (the "Meeting") to be held in a virtual-only format, via live audio webcast, at www.virtualshareholdermeeting.com/DOLR2025 on June 11, 2025 at 9:00 a.m. (Montreal time), or any adjournment thereof, for the purposes set forth in the notice of 2025 annual meeting of shareholders and notice of availability of the materials (the "Notice of Meeting").

It is expected that the solicitation will be made primarily by mail and by Internet, but proxies may also be solicited by telephone, in writing or in person, by directors, officers or regular employees of the Corporation who will receive no compensation therefor in addition to their regular remuneration. The solicitation of proxies is being made by or on behalf of management of the Corporation. The cost of the solicitation is expected to be nominal and will be borne by the Corporation.

The board of directors of the Corporation (the "Board of Directors") approved the contents of this Circular and authorized it to be made available to and/or sent, as applicable, to each shareholder of the Corporation who is eligible to receive notice of, and vote his or her shares at, the Meeting, as well as to the Corporation's auditor and each of its directors.

Unless otherwise indicated, all information provided in this Circular is given as at April 15, 2025.

NOTICE-AND-ACCESS

The Corporation is using the notice-and-access procedures permitted by Canadian securities laws for the delivery of the Circular, the management's discussion and analysis, the consolidated financial statements of the Corporation and the auditor's report for the fiscal year ended February 2, 2025 ("Fiscal 2025"), and other related materials of the Meeting (the "Proxy Materials") to shareholders. Under the notice-and-access procedures, instead of receiving paper copies of the Proxy Materials, shareholders receive the Notice of Meeting (which provides information on how to access copies of the Proxy Materials, how to request a paper copy of the Proxy Materials and details about the Meeting) and a form of proxy or voting instruction form, as applicable. Adopting the notice-and-access procedures facilitates access to the Proxy Materials and contributes to the protection of the environment by reducing the amount of paper sent to shareholders.

The Proxy Materials will be available online at https://materials.proxyvote.com/25675T, in French and in English, and on SEDAR+ under the Corporation's profile at www.sedarplus.ca.

Shareholders may request a paper copy of the Proxy Materials by mail, free of charge, by calling Broadridge Investor Communications Corporation ("Broadridge") toll free at 1-877-907-7643 (Canada and U.S.) or 303-562-9305 for English and 303-562-9306 for French (international) before or after the Meeting date. Shareholders will be asked to enter the 16-digit control number indicated on the form of proxy or voting instruction form, as applicable, they received to request a paper copy of the Proxy Materials.

To receive the Proxy Materials in advance of the voting deadline and Meeting date, requests for paper copies must be received by no later than May 23, 2025. If you do request a paper copy of the Proxy Materials, please note that another form of proxy or voting instruction form, as applicable, will not be sent; please retain the one received with the Notice of Meeting for voting purposes.

Dollarama Inc. – 2025 Management Proxy Circular
Page 2

If you have any questions regarding the Notice of Meeting, the notice-and-access procedures or the Meeting procedures, please contact Broadridge at 1-844-916-0609 for English and 1-844-973-0593 for French (Canada and U.S.) or 303-562-9305 for English and 303-562-9306 for French (international).

IMPORTANT INFORMATION ABOUT THE MEETING

The Meeting will be held in a virtual-only format, via live audio webcast, with simultaneous translation in both official languages. Shareholders will not be able to attend the Meeting in person. You will be able to attend, participate and vote at the Meeting online via the live audio webcast by following the instructions set forth in this Circular. The Chairman of the Board of Directors and certain senior executive officers will participate in the Meeting and will be available for questions.

The Corporation elected to conduct the Meeting virtually again this year, in order to maximize shareholder attendance for those who would be unable to attend in person. While the Corporation has considered the concerns expressed by certain stakeholders regarding virtual only meetings, the Corporation believes that such a format encourages participation by all shareholders, regardless of their geographic location, and gives all shareholders an equal opportunity to participate in the Meeting. We remain committed to ensuring that shareholder meetings encourage shareholder participation and engagement and to facilitating the exercise by all shareholders of their rights to vote, attend and participate at the Meeting. We believe that the use of technology-enhanced shareholder communications will facilitate individual investor participation, making the Meeting accessible and engaging for all involved. The platform chosen to hold the Meeting allows for all shareholders to attend the Meeting through a single sign-on process, to follow deliberations in the language of their choice, and to ask questions. Shareholders may also submit their questions in writing before the Meeting through [email protected]. As with prior years, shareholders are able to vote ahead of the Meeting by proxy using the various available channels and we encourage you to continue to vote in this manner. To be able to otherwise participate and vote at the Meeting, please carefully follow the instructions set out below under the heading "Participating and Voting at the Meeting". For further details about how the Meeting will be conducted, see "Rules of Conduct of the Meeting".

ATTENDING THE VIRTUAL MEETING

Registered and non-registered shareholders, duly appointed proxyholders and guests will be able to attend the Meeting through the live audio webcast at www.virtualshareholdermeeting.com/DOLR2025. Details on who is entitled to vote at the Meeting are set forth in the section below entitled "Who Can Vote".

The Meeting platform is fully supported across browsers and devices running the most updated version of applicable software plugins. If you have any doubt, you can check your system's compatibility by visiting www.virtualshareholdermeeting.com/DOLR2025. You should ensure you have a strong, preferably high-speed, Internet connection wherever you intend to participate in the Meeting.

The Meeting will begin promptly at 9:00 a.m. (Montreal time) on June 11, 2025. Online check-in will begin at 8:45 a.m. You should allow ample time for online check-in procedures and follow the instructions set out in this Circular for accessing the live audio webcast.

For any technical difficulties experienced during the registration, authentication or voting process or during the Meeting, please call the technical support number posted on the Meeting log-in page.

If you are participating in the virtual Meeting, you must remain connected to the Internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure Internet connectivity for the duration of the Meeting. If you lose connectivity once the Meeting has commenced, there may be insufficient time to resolve your issue before ballot voting is completed.

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RULES OF CONDUCT OF THE MEETING

In the interest of holding a fair and productive Meeting, the following rules will apply during the Meeting.

The Corporation's by-laws describe requirements for meetings of shareholders, and the Chair of the Meeting will conduct the meeting consistent with those requirements.
A shareholder needs to have held shares as at the close of business on the record date of April 17, 2025 in order to vote or submit questions while participating in the Meeting. To vote or submit questions, shareholders are asked to strictly follow the instructions set out in the Circular.
The agenda of the Meeting set forth in the section entitled "Business of the Meeting" beginning on page 10 of this Circular will be strictly followed.
All shareholders and proxyholders who log on using their 16-digit control number or the 8-character Appointee Identification Number, as applicable, are permitted to ask questions during the Meeting. If a shareholder or a duly appointed proxyholder has a question about one of the matters on the agenda to be voted on at the Meeting, such question should be submitted as soon as possible during the Meeting so that it can be addressed at the appropriate time. Questions may be asked during the Meeting by writing through the live webcast at www.virtualshareholdermeeting.com/DOLR2025 after logging in, typing the question into the "Ask a Question" field, and clicking "Submit". Shareholders may also submit their questions in writing before the Meeting through [email protected] (providing the shareholder's full name included on the form of proxy or voting instruction form, as applicable, to allow the Corporation to confirm the sender's status as shareholder as at the record date). Guests will not be able to submit questions either before or during the Meeting. Subject to these rules of conduct, we will answer questions on any matters on the agenda before the voting is closed.
Following adjournment of the formal business of the Meeting, management will give a presentation about the Corporation's business and activities. At the conclusion of this presentation, the Corporation will hold a live Q&A session to address general questions either submitted (i) by any shareholder as of the record date in writing before the Meeting through [email protected] (providing the shareholder's full name included on the form of proxy or voting instruction form, as applicable, to allow the Corporation to confirm the sender's status as shareholder as at the record date) or (ii) by a registered shareholder or duly appointed proxyholder during the Meeting. General questions received during the course of the Meeting, but not on matters on the agenda, will be addressed during this question period, subject to these rules of conduct.
To allow the Corporation to answer as many questions as possible from shareholders and duly appointed proxyholders, please ensure your questions are succinct and cover only one topic per question. Questions from multiple shareholders and/or duly appointed proxyholders on the same topic or that are otherwise related may be grouped, summarized and answered together.
The Chair of the Meeting reserves the right to edit or reject questions he deems inappropriate, or to limit the number of questions per shareholder or duly appointed proxyholder to ensure that as many shareholders and duly appointed proxyholders as possible have the opportunity to ask questions. The Chair of the Meeting has broad authority to conduct the Meeting in an orderly manner. To ensure the Meeting is conducted in a manner that is fair to all shareholders, the Chair of the Meeting may exercise broad discretion in the order in which questions are asked and the amount of time devoted to any one question.
The Corporation does not intend to address any questions that are, among other things: (i) irrelevant to the business of the Corporation or to the business of the Meeting; (ii) related to material non-public information of the Corporation; (iii) related to personal grievances; (iv) derogatory references to individuals or that are otherwise in bad taste; (v) hostile or otherwise disruptive to the ordinary conduct of the Meeting; (vi) repetitious statements already made by another shareholder or duly appointed proxyholders or questions that have already been addressed in response to a previous question; (vii) in furtherance of a shareholder's personal or business interests; or (viii) out of order or not otherwise suitable for the conduct of the Meeting as determined by the Chair of the Meeting or the Corporate Secretary, in their reasonable judgment.
Making or commenting on a motion, or raising a point of order can be done by typing in the submission in the "Ask a Question" text box. The Chair of the Meeting can allow a motion from a participant during the Meeting, at the Chair's discretion. If the motion is allowed, members of the Corporation's management shall be asked to move the adoption of the motion and second it in the interest of time and practicality. Registered shareholders and duly appointed proxyholders will be asked to vote on the motion by typing FOR or AGAINST in the "Other Business" text box that will appear on the webcast.
If there are any matters of individual concern to a shareholder and not of general concern to all shareholders, or if a question was not otherwise answered, such matters may be raised separately after the Meeting by contacting the Corporate Secretary at [email protected].
If a shareholder has submitted a proposal for the Meeting, such shareholder will be allowed to present their proposal over the telephone during the Meeting. The duration of this presentation should not exceed the time needed to read the proposal and the arguments accompanying the proposal.
To the extent possible using the electronic solutions available, the Corporation intends to conduct the Meeting in such a manner so as to resemble as much as possible an in-person meeting and to maximize shareholder engagement and not limit the ability of shareholders to meaningfully participate in the Meeting.
In the event of a technical malfunction or other significant problem that disrupts the Meeting, the Chair of the Meeting may adjourn, recess, or expedite the Meeting, or take such other action as the Chair determines is appropriate considering the circumstances.
Recording of the Meeting is prohibited. A recording of the webcast will be available on Broadridge's virtual shareholder meeting website and the Corporation's website for approximately one year from the date of the Meeting.

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VOTING INFORMATION

WHO CAN VOTE

Each common share owned as at the close of business on April 17, 2025, the record date, entitles the holder to one vote on any and all resolutions voted on at the Meeting. This includes the election of directors, the other matters listed on the Notice of Meeting and any other business that may arise at the Meeting.

All matters that are scheduled to be voted upon at the Meeting are ordinary resolutions. Ordinary resolutions are passed by a simple majority, meaning that if more than half of the votes that are cast at the Meeting are in favour, then the resolution passes. Shareholders may oppose certain matters proposed at the Meeting by either withholding their vote from, or voting their common shares against, such resolution at the Meeting, depending on the specific resolution. As a shareholder, it is very important that you read this Circular carefully and then vote your shares, either by proxy or online at the Meeting.

Your common shares are either registered in your name or are held in the name of a nominee (non-registered). Whether you are a registered or non-registered shareholder, you can vote your common shares at the Meeting or by proxy in advance of the Meeting, as explained below. Voting by proxy in advance of the Meeting is the easiest way to vote your shares. You can also participate and vote at the Meeting during the live audio webcast, provided you follow the instructions set out below.

Registered Shareholders

You are a registered shareholder if your name appears on your share certificate or your Direct Registration System (DRS) confirmation. If you are not sure whether you are a registered shareholder, please contact Computershare Investor Services Inc. at 1-800-564-6253 or 514-982-7555.

Non-Registered Shareholders

You are a non-registered shareholder if your common shares are registered in the name of an intermediary, such as a bank, a trust company, a securities dealer or broker, or an administrator of a self-administered RRSP, RRIF, RESP or similar plan, that, in turn, holds those shares through a central depository such as CDS Clearing and Depository Services Inc. (CDS) (each an "Intermediary"). If your common shares are listed in an account statement provided to you by your broker, those common shares are, in all likelihood, not registered in your name. Such common shares will more likely be registered under the name of an Intermediary.

Without specific instructions, Intermediaries are prohibited from voting the common shares for their client. Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), each Intermediary is required to request voting instructions from non-registered shareholders prior to shareholders meetings. Intermediaries have their own procedures for sending materials and their own guidelines for the return of documents. Non-registered shareholders should strictly follow those instructions to ensure that the voting rights attached to their common shares are cast at the Meeting.

The Corporation will not send the Proxy Materials directly to non-objecting beneficial owners under NI 54-101. The Corporation intends to pay for secondary intermediaries to deliver the Proxy Materials to objecting beneficial owners.

Non-registered shareholders who have not duly appointed themselves as proxyholder will not be entitled to vote at the Meeting during the live audio webcast. If you are a non-registered shareholder and have not appointed yourself as a proxyholder, you will be able to attend the Meeting and ask questions, but you will not be able to vote your shares at the Meeting. To appoint yourself as proxyholder, you may follow the instructions set out below under the heading "Participating and Voting at the Meeting".

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VOTING BY PROXY IN ADVANCE OF THE MEETING

Regardless of whether or not shareholders are able to attend the Meeting (or any adjournment thereof) via the live audio webcast, we strongly encourage them to vote in advance of the Meeting. Below are the different ways in which registered and non-registered shareholders can give voting instructions, details of which are found on the form of proxy or voting instruction form provided, as applicable.

By Internet – Go to www.proxyvote.com and follow the instructions. You will need the 16-digit control number found on your form of proxy or voting instruction form, as applicable.
By mail – Complete, date and sign your form of proxy or voting instruction form, as applicable, in accordance with the instructions set out on such form, and return it in the prepaid envelope provided to Data Processing Centre, P.O. Box 3700, STN Industrial Park, Markham (ON), L3R 9Z9 Canada.
By telephone – Call 1-800-474-7493 (English) or 1-800-474-7501 (French). You will need the 16-digit control number found on your form of proxy or voting instruction form, as applicable.

Your duly completed form of proxy or voting instruction form or your Internet or telephone voting instructions, as applicable, must be received before the proxy deadline, which is by 9:00 a.m. (Montreal time) two (2) business days prior to the Meeting, being June 9, 2025, or, if the Meeting is adjourned or postponed, by not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the adjourned or postponed meeting.

HOW YOUR SHARES WILL BE VOTED

Your proxyholder is the person you appoint to cast your votes at the Meeting on your behalf. You may choose Stephen Gunn or Neil Rossy or any other person that you want to be your proxyholder. If you want to authorize Stephen Gunn or Neil Rossy as your proxyholder, please leave the box near the top of the form blank as the names of Stephen Gunn and Neil Rossy are already pre-printed on the form. If you return the form and have left the box for the proxyholder's name blank, then Stephen Gunn or Neil Rossy will automatically become your proxyholder.

Each shareholder is entitled to appoint a person other than the individuals named in the form of proxy or voting instruction form to represent such shareholder at the Meeting. Please note that your proxyholder is not required to be a shareholder of the Corporation. To appoint a third-party proxyholder, you may follow the instructions set out below under the heading "Participating and Voting at the Meeting".

You may instruct your proxyholder how you want to vote on the matters listed in the Notice of Meeting by checking the appropriate boxes on the form. If you have specified on the form how you want to vote on a particular issue (by checking FOR or AGAINST with respect to the election of the directors, the advisory non-binding resolution on the Corporation's approach to executive compensation and the shareholder proposals set forth in Schedule B of this Circular, and by checking FOR or WITHHOLD with respect to the appointment of the auditors), then your proxyholder must cast your votes as instructed. By checking WITHHOLD on the form, where applicable, you will be abstaining from voting. If you have NOT specified how to vote on a particular matter, your proxyholder is entitled to vote your common shares as he or she sees fit.

Please note that if your form of proxy or voting instruction form, as applicable, does not specify how to vote on any particular matter and you have authorized Stephen Gunn or Neil Rossy to act as your proxyholder, your common shares will be voted at the Meeting as follows:

FOR the election of each of management's nominees as directors of the Corporation;
FOR the appointment of PricewaterhouseCoopers LLP as auditor of the Corporation and the authorization of the directors of the Corporation to fix its remuneration;
FOR the adoption of the advisory non-binding resolution on the Corporation's approach to executive compensation (the "Say-on-Pay Advisory Resolution"); and
AGAINST the shareholder proposals set forth in Schedule B attached to this Circular.

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For more information on these matters, please see the section entitled "Business of the Meeting" beginning on page 10 of this Circular. The form of proxy or voting instruction form, as applicable, also confers discretionary authority upon the persons named therein with respect to amendments to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Circular, management of the Corporation is not aware of any such amendments or other matters.

PARTICIPATING AND VOTING AT THE MEETING

Only registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) will be entitled to vote at the Meeting during the live audio webcast using an Internet connected device such as a computer, laptop, tablet or smartphone. Non-registered shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting and ask questions but will not be able to vote.

The steps you need to follow to participate and vote at the Meeting will depend on whether you are a registered shareholder or a non-registered shareholder.

Registered Shareholders	Non-Registered Shareholders	Proxyholders (including Non-Registered Shareholders who have duly appointed themselves as proxyholder)
If you are a registered shareholder, you will receive a form of proxy containing the relevant details concerning the business of the Meeting, including a control number that must be used to vote by proxy in advance of the Meeting or join the live audio webcast on the day of the Meeting.
If you wish to participate and vote at the Meeting, do not complete the form of proxy, and instead, follow these steps:
First, log into www.virtualshareholdermeeting.com/DOLR2025 15 minutes before the Meeting starts. You should allow ample time to check into the virtual Meeting and to complete the related procedures.
Second, enter the 16-digit control number included on your form of proxy into the "Shareholder Login" section and click "Join Meeting".
Third, follow the instructions to access the Meeting, and vote when prompted.
Even if you currently plan to participate and vote at the Meeting, you should consider voting your common shares in advance so that your vote will be counted if you later decide not to attend the Meeting. You should note however that if you access and vote on any matter at the Meeting, you will	If you are a non-registered shareholder and wish to participate and vote at the Meeting yourself:
First, you need appoint yourself as proxyholder. You may appoint yourself as proxyholder by (i) following the instructions on your voting instruction form, completing the voting instruction form and returning it to your Intermediary, (ii) visiting www.proxyvote.com, or (iii) telephone if your Intermediary provides you with this option. You must follow the instructions and deadlines provided by your Intermediary in order to do so.
Second, given the Meeting will take place virtually, the process for you to appoint yourself to participate and vote at the Meeting is different than it would be for an in-person Meeting. In addition to the first step above, you must follow the additional instructions on your voting instruction form very carefully, including (i) inserting your name as the "Appointee Name", and (ii) designating an 8-character "Appointee Identification Number" in the spaces provided in your voting instruction form or online at www.proxyvote.com. Such appointee information is required for you to participate and vote at the Meeting.
Such steps must be completed prior to the proxy deadline or you will not be able to participate and vote at the Meeting.
If you are a non-registered shareholder, have duly appointed yourself to participate and vote at the Meeting and want to know how to access the	If you have been appointed as third-party proxyholder for a registered or non-registered shareholder, or if you are a non-registered shareholder and have duly appointed yourself as proxyholder, you can access the Meeting, and participate and vote at the Meeting during the live audio webcast, by following these steps:
First, log into www.virtualshareholdermeeting.com/DOLR2025 15 minutes before the Meeting starts. You should allow ample time to check into the virtual Meeting and to complete the related procedures.
Second, enter the Appointee Name and the Appointee Identification Number exactly as it was provided on the applicable form of proxy or voting instruction form or through www.proxyvote.com and click on "Submit". If this information is not available to you, or if you do not enter it exactly as provided, you will not be able to participate and vote at the Meeting as proxyholder.
Third, follow the instructions to access the Meeting and vote when prompted.
If you have been appointed as proxyholder for more than one shareholder, you will be asked to enter the Appointee Name and the Appointee Identification Number for each separate shareholder in order to vote the applicable common shares on their behalf.
Third-party proxyholders will be informed of the Appointee Name and 8-character Appointee Identification Number prior to the Meeting by the shareholder who appointed them to act as proxyholder at the Meeting. Third-party proxyholders who have forgotten or misplaced the applicable Appointee Name and/or the Appointee Identification Number should contact

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revoke any previously submitted proxy. | Meeting to participate and vote thereat, see the right column entitled “Proxyholders (including Non-Registered Shareholders who have duly appointed themselves as proxyholder)”. | the shareholder who appointed them as quickly as possible. Shareholders who have forgotten or misplaced the applicable Appointee Name and/or the Appointee Identification Number must create a new one through www.proxyvote.com.

Appointing a Third-Party Proxyholder to Participate and Vote at the Meeting

Registered Shareholders	Non-Registered Shareholders
You may also appoint a third-party proxyholder to participate and vote at the Meeting on your behalf (other than the persons designated by management as set out on your form of proxy). If you wish for a third-party proxyholder to participate and vote at the Meeting on your behalf:

First. you need to appoint the third-party proxyholder by (i) following the instructions on your form of proxy, completing and returning your form of proxy to Broadridge, or (ii) visiting www.proxyvote.com.

Second. given the Meeting will take place virtually, the process for you to appoint a third-party proxyholder to participate and vote at the Meeting on your behalf is different than it would be for an in-person Meeting. In addition to the first step above, you must follow the additional instructions on your form of proxy very carefully, including inserting an “Appointee Name” and designating an 8-character “Appointee Identification Number” in the spaces provided in your form of proxy or online at www.proxyvote.com. Such appointee information is required to participate and vote at the Meeting on your behalf.

Third. you need to inform your third-party proxyholder of the exact Appointee Name and 8-character Appointee Identification Number prior to the Meeting. Your third-party proxyholder will require both your Appointee Name and your Appointee Identification Number in order to participate and vote on your behalf at the Meeting. | You may also appoint a third-party proxyholder to participate and vote at the Meeting on your behalf (other than the persons designated by management as set out on your voting instruction form). If you wish for a third-party proxyholder to participate and vote at the Meeting on your behalf:

First. you need to appoint the third-party proxyholder by (i) following the instructions on your voting instruction form, completing the voting instruction form and returning it to your Intermediary, (ii) visiting www.proxyvote.com, or (iii) telephone if your Intermediary provides you with this option. You must follow the instructions and deadlines provided by your Intermediary in order to do so.

Second. given the Meeting will take place virtually, the process for you to appoint a third-party proxyholder to participate and vote at the Meeting on your behalf is different than it would be for an in-person Meeting. In addition to the first step above, you must follow the additional instructions on your voting instruction form very carefully, including (i) inserting an “Appointee Name” (i.e. the name of your third-party proxyholder), and (ii) designating an 8-character “Appointee Identification Number” in the spaces provided in your voting instruction form or online at www.proxyvote.com. Such appointee information is required to participate and vote at the Meeting on your behalf.

Third. you need to inform your third-party proxyholder of the exact Appointee Name and 8-character Appointee Identification Number prior to the Meeting. Your third-party proxyholder will require both your Appointee Name and your Appointee Identification Number in order to participate and vote on your behalf at the Meeting. |
| The first and second steps above must be completed prior to the proxy deadline or neither you nor your third-party proxyholder will be able to participate and vote at the Meeting.

If you fail to provide the exact Appointee Name and Appointee Identification Number to your third-party proxyholder appointed to participate and vote at the Meeting on your behalf, neither you nor your third-party proxyholder will be able to participate and vote at the Meeting.

If you wish to appoint a third-party proxyholder, you are encouraged to do so online at www.proxyvote.com, as this will allow you to share the Appointee Name and the Appointee Identification Number with your third-party proxyholder easily. | |

How to Attend the Meeting as a Guest

If you wish to attend the Meeting as a guest, you can attend the Meeting by logging into www.virtualshareholdermeeting.com/DOLR202515 15 minutes before the Meeting starts. You should allow ample time to check into the virtual Meeting and to complete the related procedures. You must complete the “Guest Login” section and click “Enter Here”. Guests will be able to attend the Meeting but will not be able to submit questions, vote their shares (if any) or otherwise participate in the Meeting.

CHANGING YOUR VOTE OR REVOKING YOUR PROXY

A shareholder who executes and returns the form of proxy or voting instruction form may revoke same in any manner permitted by law.

If you are a registered shareholder and you change your mind about how you voted before the Meeting and/or you want to revoke your proxy, you may do so by providing new voting instructions or proxyholder appointment information at www.proxyvote.com at a later time, or a new form of proxy to Broadridge at a later date, or by delivering a signed written notice specifying your instructions to the registered office of the Corporation at 5805 Royalmount Avenue, Montreal, Quebec, H4P 0A1, Attention: Corporate Secretary, at any time up to and including June 10, 2025, the last business day preceding the date of the Meeting, or any adjournment thereof. A registered shareholder may also access the Meeting via the live audio webcast to participate and vote at the Meeting, which will revoke any previously submitted proxy.

If you are a non-registered shareholder and you change your mind about how you voted before the Meeting and/or you want to revoke your proxy, contact your broker or other Intermediary to find out what to do. Please note that your Intermediary will need to receive any new instructions in enough time to act on them.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No proposed nominee for election as a director of the Corporation, or any person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation's last fiscal year, nor any associate or affiliate of any such persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than as set forth herein.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

As at April 15, 2025, there were 277,218,050 common shares issued and outstanding. Each common share carries the right to one vote on all matters to come before the Meeting.

Only persons registered as shareholders on the books of the Corporation as at the close of business on April 17, 2025, the record date, are entitled to receive notice of, and to vote at, the Meeting, and no person becoming a shareholder after the record date shall be entitled to receive notice of and to vote at the Meeting or any adjournment thereof.

To the knowledge of the directors and executive officers of the Corporation, based on the information publicly available as at April 15, 2025, no person beneficially owns, or controls or directs, directly or indirectly, either alone or together with any joint actors, 10% or more of the outstanding common shares of the Corporation.

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BUSINESS OF THE MEETING

The items to be covered at the Meeting are as follows:

(1) Presentation before the shareholders of the consolidated financial statements of the Corporation for Fiscal 2025, together with the independent auditor's report thereon;
(2) Election of each of the ten (10) directors named in this Circular for the ensuing year;
(3) Appointment of the auditor of the Corporation for the ensuing year and authorization of the directors to fix the auditor's remuneration;
(4) Consideration of the Say-on-Pay Advisory Resolution;
(5) Consideration of the shareholder proposals set out in Schedule B to this Circular; and
(6) Consideration of such other business, if any, as may properly be brought before the Meeting or any adjournment thereof.

As at the date of this Circular, management of the Corporation is not aware of any changes to the items listed above and does not expect any other items to be brought forward at the Meeting. If there are changes or new items, your proxyholder will be entitled to vote on those items as he or she sees fit.

FINANCIAL STATEMENTS

The audited consolidated financial statements of the Corporation for Fiscal 2025, together with the independent auditor's report thereon, will be submitted at the Meeting but no vote thereon is required. These audited consolidated financial statements, together with the management's discussion and analysis, were sent to shareholders who requested copies thereof and are also available on SEDAR+ under the Corporation's profile at www.sedarplus.ca, at https://materials.proxyvote.com/25675T, and on the Corporation's website at www.dollarama.com.

ELECTION OF DIRECTORS

The Board of Directors is currently comprised of ten (10) directors. The ten (10) persons identified in the section entitled "Nominees for Election to the Board of Directors" will be nominated for election as directors at the Meeting. Each of them was elected at the annual meeting of shareholders of the Corporation held on June 12, 2024 by at least a majority of the votes cast by proxy or online at such meeting. Each director will hold office until the close of the next annual meeting of shareholders or until a successor is elected or appointed. The directors are elected annually and, unless re-elected, retire from office at the close of the next annual meeting of shareholders.

The election of directors at the Meeting is governed by the majority voting requirements under the Canada Business Corporations Act (the "CBCA") and its regulations. These requirements are such that in an uncontested election of directors, a nominee must receive a majority of the total votes cast "for" and "against" such nominee in favour of their election in order to be elected as a director (versus "for" or "withhold" as was the case previously). If a nominee does not receive a majority of votes cast by shareholders in favour of their election, they will not be elected and the Board position will remain open, except that an incumbent director will be permitted to remain in office until the earlier of (a) the 90th day after the day of the election or (b) the day on which their successor is appointed or elected. These statutory majority voting requirements only apply to "uncontested" elections of directors, meaning elections where the number of director nominees is the same as the number of directors to be elected to the Board (such as the election of directors to take place at the Meeting). See "Corporate Governance – Board of Directors – Majority Voting Requirements".

Unless a proxy specifies that the common shares it represents should be voted against the election of one or more directors or voted in accordance with the specification in the proxy, the persons named in the form of proxy or voting instruction form, as applicable, intend to vote FOR the election of each of the nominees listed in this Circular.

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Management of the Corporation does not expect that any of the nominees will be unable or unavailable to serve as a director. However, if, for any reason, at the time of the Meeting, any of the nominees is unable or unavailable to serve, unless otherwise specified, it is intended that the persons designated in the form of proxy or voting instruction form, as applicable, will vote in their discretion for a substitute nominee or nominees.

APPOINTMENT OF AUDITOR

At the Meeting, shareholders will be asked to appoint the firm of PricewaterhouseCoopers LLP to hold office as the Corporation's auditor until the close of the next annual meeting of shareholders and to authorize the Board of Directors to fix its remuneration.

PricewaterhouseCoopers LLP has served as auditor of the Corporation since February 1, 2007. It has informed management that it is independent with respect to the Corporation within the meaning of the Code of ethics of chartered professional accountants.

Unless a proxy specifies that the common shares it represents should be withheld from voting in respect of the appointment of the auditor or voted in accordance with the specification in the proxy, the persons named in the form of proxy or voting instruction form, as applicable, intend to vote FOR the appointment of PricewaterhouseCoopers LLP as auditor of the Corporation and the authorization of the directors of the Corporation to fix its remuneration.

For Fiscal 2025 and for the fiscal year ended January 28, 2024 ("Fiscal 2024"), the Corporation was billed the following fees by its external auditor, PricewaterhouseCoopers LLP:

	Fiscal 2025	Fiscal 2024
Audit Fees(1)	$1,313,400	$970,389
Audit-Related Fees(2)	$495,338	$309,223
Tax Fees(3)	$20,212	$51,787
All Other Fees(4)	$64,514	$360,522
Total Fees	$1,893,464	$1,691,921

(1) "Audit Fees" includes fees necessary to perform the annual audit of the consolidated financial statements. This category also includes audit fees related to new accounting standards and required procedures in connection with the offering of senior unsecured notes.
(2) "Audit-Related Fees" includes fees for assurance and related services that are reasonably related to the performance of the audit or review of the financial statements and are not reported under "Audit Fees". This category includes fees related to procedures on internal controls.
(3) "Tax Fees" includes fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax advice, tax planning as well as assistance in connection with provincial and federal tax audits conducted in the normal course of business.
(4) "All Other Fees" includes fees for products and services provided by the external auditor other than those included above. This category includes fees related to translation services.

Additional details with respect to the audit committee of the Board of Directors (the "Audit Committee") can be found in the section entitled "Audit Committee Information" of the Corporation's annual information form, available on SEDAR+ at www.sedarplus.ca and on the Corporation's website at www.dollarama.com.

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ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Human Resources and Compensation Committee (the "HRCC") and the Board of Directors spend considerable time and effort overseeing the Corporation's executive compensation program, and are satisfied that the policies and programs in place are based on fundamental principles of pay-for-performance aimed at aligning the interests of the senior executive team with those of shareholders and reflecting competitive market practices. This compensation approach allows the Corporation to attract, retain and motivate high-performing executives who will be incentivized to increase business performance and enhance shareholder value on a sustainable basis.

At last year's annual meeting, the Corporation received continued support from its shareholders in respect of the Corporation's approach to executive compensation disclosed in the 2024 management proxy circular.

The Board of Directors is committed to maintaining an ongoing engagement process with the Corporation's shareholders by offering them the opportunity to cast, at the Meeting or by proxy, an advisory vote on the Corporation's approach to executive compensation, which is described in further details under the section "Compensation Discussion and Analysis" starting on page 29 of this Circular. As a result, at the Meeting, shareholders will be asked to consider and, if deemed appropriate, adopt the following Say-on-Pay Advisory Resolution:

"BE IT RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders of the Corporation accept the approach to executive compensation disclosed in the management proxy circular delivered in advance of the 2025 annual meeting of shareholders of the Corporation."

As this is an advisory vote, the results will not be binding upon the Board of Directors. However, the HRCC and the Board of Directors will review and analyze the voting results and, as appropriate, take into account such results when reviewing executive compensation policies and programs in the future. Results of the vote will be disclosed in the report of voting results and related press release to be posted on SEDAR+ at www.sedarplus.ca and on the Corporation's website at www.dollarama.com shortly after the Meeting.

Voting results on the Say-on-Pay Advisory Resolution over the last three years are outlined below.

	FOR		AGAINST / WITHHELD
	#	%	#	%
2024 Annual General Meeting	201,037,148	92.69	15,852,165	7.31
2023 Annual General Meeting	205,916,156	91.57	18,964,824	8.43
2022 Annual General Meeting	231,175,069	94.66	13,038,785	5.34

Unless a proxy specifies that the common shares it represents should be voted against the Say-on-Pay Advisory Resolution, the persons named in the form of proxy or voting instruction form, as applicable, intend to vote FOR the approval of the Say-on-Pay Advisory Resolution.

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SHAREHOLDER PROPOSALS

The Corporation received a total of seven shareholder proposals, all submitted by the Mouvement d'éducation et de défense des actionnaires ("MÉDAC"), a holder of common shares of the Corporation having its principal office at 82 Sherbrooke Street West, Montreal, Quebec H2X 1X3, Canada. MÉDAC's proposals were submitted in French and translated into English by the Corporation.

The full text of the proposals submitted for consideration at the Meeting has been reproduced in Schedule B to this Circular, along with the Corporation's responses.

The Board of Directors recommends that shareholders vote AGAINST each of the foregoing proposals for the reasons described in Schedule B to this Circular. Unless a proxy specifies that the common shares it represents should be voted for the shareholder proposals, the persons named in the form of proxy or voting instruction form, as applicable, intend to vote AGAINST the proposals.

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

DESCRIPTION OF PROPOSED DIRECTOR NOMINEES

Ten (10) director nominees will stand for re-election at the Meeting. Directors are elected each year at the annual meeting of shareholders, except that the Board of Directors can appoint directors in certain circumstances between annual meetings. Directors elected at the Meeting will hold office until the close of the next annual meeting of shareholders or until their successor is elected or appointed. All nominees have established their eligibility and willingness to serve as directors. If prior to the Meeting, any of the listed nominees becomes unable or unavailable to serve, proxies will be voted for any other nominee or nominees at the discretion of the proxyholder.

The following tables provide information about the proposed director nominees as at April 15, 2025.

Explanatory Notes Associated with Proposed Nominees' Profiles

(1) Shares/Options – Value based on the closing price of the common shares ($137.53) on January 31, 2025, being the last trading day of Fiscal 2025. See "Nominees for Election to the Board of Directors – Director Compensation".

(2) DSUs – Deferred share units ("DSUs") comprising the annual equity retainer, in the amount of $75,000, vest on the first anniversary of the grant date whereas DSUs granted at the end of each quarter to non-executive directors who elected to receive the cash component of their compensation in DSUs in lieu of cash vest immediately upon being granted. The number of DSUs includes additional DSUs credited as dividend equivalents up to the last day of Fiscal 2025. The value of a DSU when redeemed for cash is equivalent to the volume weighted average trading price of the common shares of the Corporation on the Toronto Stock Exchange (the "TSX") for the five trading days immediately preceding the date of redemption. However, for the purposes of this Circular, the total value of vested DSUs is calculated based on the closing price of the common shares ($137.53) on January 31, 2025, being the last trading day of Fiscal 2025. Only non-executive directors are eligible to receive DSUs.

(3) Equity ownership – Equity ownership was assessed as at the end of Fiscal 2025, based on the closing price of the common shares ($137.53) on January 31, 2025, being the last trading day of Fiscal 2025. For further details on share ownership guidelines applicable to directors, see "Nominees for Election to the Board of Directors – Director Share Ownership Guidelines". Note that Neil Rossy is subject to Executive Share Ownership Guidelines rather than Director Share Ownership Guidelines as he is not compensated for his role as director. For further details, see "Compensation Discussion and Analysis – Executive Share Ownership Guidelines".

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JOSHUA BEKENSTEIN

Massachusetts, USA
Age: 66
Director since 2004
Independent

Senior Advisor

Bain Capital Partners, LP

Joshua Bekenstein is a member of the Board of Directors and a member of the HRCC. Mr. Bekenstein is Senior Advisor of Bain Capital, a leading global private investment firm. Prior to joining Bain Capital in 1984, Mr. Bekenstein spent several years at Bain & Company, Inc., where he was involved with companies in a variety of industries. Mr. Bekenstein serves as a director of BRP Inc. and sits on its human resources and compensation committee and on its nominating, governance and social responsibility committee. He also serves as a director of Bright Horizons Family Solutions Inc., where he also sits on the compensation committee. Mr. Bekenstein received a Bachelor of Arts from Yale University and a Master of Business Administration (MBA) from Harvard Business School.

The Board of Directors acknowledges Mr. Bekenstein's long tenure as director of the Corporation and believes he remains an independent director who brings critical insight to the Corporation and the Board of Directors across a number of areas of expertise. Accordingly, the Board of Directors recommends that shareholders vote FOR Mr. Bekenstein's re-election.

2024 Annual Meeting of Shareholders Voting Results

	%	#
For:	94.41	204,770,322
Against:	5.59	12,118,731

Other Public Company Directorships in Past Five Years

Bright Horizons Family Solutions Inc.	2013 – present
BRP Inc.	2013 – present
Canada Goose Holdings Inc.	2017 – 2023
The Michaels Companies, Inc.	2014 – 2021

Board/Committee Memberships

Board of Directors	7/7 (100%)
HRCC	4/4 (100%)
Total	11/11 (100%)

Top Relevant Competencies

Retail / Business	ESG
Retail Industry	Health and Safety of employees
Senior Executive Leadership / Strategic Planning	Wellness Education and Training of Employees
International Development and Operations
Human Resources / Executive compensation
Corporate Governance

Value of Total Compensation Received as Director

Fiscal 2025: $170,500
Fiscal 2024: $160,000

Securities Held as at the end of Fiscal 2025

Common Shares (#)	Common Shares^{(1)} ($)	Options Vested/Total (#)	Options Vested Only ($)	DSUs^{(2)} Vested/Total (#)	DSU^{(2)} Vested Only ($)	Total Value of Securities Held Vested Only ($)
46,182	6,351,410	-	-	31,417 / 31,417	4,320,780	10,672,190

Total Ownership as Multiple of Retainer as at the end of Fiscal 2025
(Target: 3x annual retainer): 66.7x

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GREGORY DAVID

Ontario, Canada
Age: 57
Director since 2004
Not independent (i)

2024 Annual Meeting of Shareholders Voting Results

	%	#
For:	95.38	206,867,451
Against:	4.62	10,022,162

Other Public Company
Directorships in Past Five Years

Roots Corporation
2017 – present

Chief Executive Officer

GRI Capital Inc.

Gregory David is a member of the Board of Directors. He is the Chief Executive Officer of GRI Capital Inc., a private investment management firm, and has been with such company and its affiliates since 2003. He is also a director of Roots Corporation since October 2017 and sits on its governance, compensation and nominating committee. Since July 2022, Mr. David is also a member of the Board of Governors of McGill University. From 2000 to 2003, Mr. David provided financial and strategic advisory services to private and public companies. Previously, he worked at Claridge Inc. from 1998 to 2000 and at McKinsey & Co. from 1996 to 1998. He has a Bachelor of Commerce with honours from Queen's University, a Bachelor of Civil Law and a Bachelor of Laws from McGill University and a Master of Business Administration with Distinction from Harvard Business School.

Board/Committee Memberships

Attendance

Board of Directors
7/7 (100%)
Total
7/7 (100%)

Top Relevant Competencies

Retail / Business	ESG
Retail Industry	Community Support
Senior Executive Leadership / Strategic Planning	Wellness Education and Training of Employees
Real Estate
Information Technology and Cybersecurity
Legal

Value of Total Compensation Received as Director

Fiscal 2025: $160,000
Fiscal 2024: $150,000

Securities Held as at the end of Fiscal 2025

Common Shares (#)	Common Shares ($)	Options Vested/Total (#)	Options Vested Only ($)	DSUs(2) Vested/Total (#)	DSU(3) Vested Only ($)	Total Value of Securities Held Vested Only ($)
—	—	—	—	22,442 / 22,442	3,086,448	3,086,448

Total Ownership as Multiple of Retainer as at the end of Fiscal 2025(3)
(Target: 3x annual retainer): 19.3x

(i) Mr. David is not considered independent due to his relationship with the Corporation's Chief Executive Officer. He is Chief Executive Officer of GRI Capital Inc., a private investment management firm related to the Corporation's Chief Executive Officer.

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ELISA D. GARCIA C.

Florida, USA
Age: 67
Director since 2015
Independent

Corporate Director

Elisa Garcia is a member of the Board of Directors and a member of the HRCC and the NGC (as defined below). She is currently a Principal of The Red Bee Group, a consultancy firm that helps businesses, organizations and law firms achieve their goals for growth and innovation. Ms. Garcia served previously as Chief Legal Officer of Macy's, Inc. up until her retirement in October 2023. Prior to joining Macy's, Inc. in August 2016, she served as Executive Vice President and Chief Legal Officer of Office Depot, Inc., a leading global provider of products, services, and solutions for the workplace headquartered in Boca Raton, Florida. Earlier in her career, she served as Latin American Regional Counsel for Philip Morris International and Corporate Counsel for GAF Corporation. She also sits on the board of the Institute for Inclusion in the Legal Profession and on the board of DirectWomen, a U.S. non-profit organization that works to increase the representation of women lawyers on corporate boards. Ms. Garcia is a graduate of the St. John's University School of Law, and also received a joint BA/MS in Political Science and Management and Policy Sciences from W. Averell Harriman College, State University of New York at Stony Brook.

2024 Annual Meeting of Shareholders Voting Results

	%	#
For:	98.06	212,688,820
Against:	1.94	4,200,293

Board/Committee Memberships

Board of Directors	7/7 (100%)
NGC	2/2 (100%)
HRCC	4/4 (100%)
Total	13/13 (100%)

Other Public Company Directorships in Past Five Years

—

Top Relevant Competencies

Retail / Business	ESG
→ Retail Industry	→ Environmental Practices
→ Senior Executive Leadership / Strategic Planning	→ Diversity, Equity and Inclusion
→ Human Resources / Executive Compensation
→ Legal / Corporate Governance
→ Information Technology and Cybersecurity

Value of Total Compensation Received as Director

Fiscal 2025: $178,500
Fiscal 2024: $167,500

Securities Held as at the end of Fiscal 2025

Common Shares (#)	Common Shares ($)	Options Vested/Total (#)	Options Vested Only ($)	DSUs(2) Vested/Total (#)	DSU(2) Vested Only ($)	Total Value of Securities Held Vested Only ($)
—	—	—	—	29,565 / 29,565	4,066,074	4,066,074

Total Ownership as Multiple of Retainer as at the end of Fiscal 2025(3)
(Target: 3x annual retainer): 25.4x

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STEPHEN GUNN

Ontario, Canada
Age: 70
Director since 2009
Chairman since 2018
Independent

Corporate Director

Stephen Gunn is the Chairman of the Board of Directors since June 2018. Before that date, he acted as the Lead Director of the Board of Directors. Mr. Gunn is also the Chair of the NGC and a member of the HRCC. Mr. Gunn also serves as director of Canada Goose Holdings Inc. and sits on its audit committee and nominating and corporate governance committee. Prior to November 2014, Mr. Gunn served as chief executive officer of Sleep Country Canada Inc., the Canadian mattress retailer he co-founded, and also served as co-chair of the board of directors of Sleep Country Canada Holdings Inc. before stepping down in May 2019. Mr. Gunn received a Bachelor of Applied Science in Electrical Engineering from Queen's University and a Master of Business Administration (MBA) from the University of Western Ontario.

2024 Annual Meeting of Shareholders Voting Results

	%	#
For:	88.64	192,255,774
Against:	11.36	24,633,759
Board/Committee Memberships	Attendance
---	---
Board of Directors (Chairman)	7/7 (100%)
HRCC	4/4 (100%)
NGC (Chair)	2/2 (100%)
Total	13/13 (100%)

Other Public Company Directorships in Past Five Years

Canada Goose Holdings Inc.	2017 – present
Recipe Unlimited	2015 – 2022

Top Relevant Competencies

Retail / Business	ESG
Retail Industry	Energy Reduction or Other Climate Practices
Senior Executive Leadership / Strategic Planning	Health and Safety of Employees
Financial Accounting and Reporting Expertise
Human Resources / Executive Compensation
Corporate Governance

Value of Total Compensation Received as Director

Fiscal 2025: $351,500
Fiscal 2024: $330,000

Securities Held as at the end of Fiscal 2025

Common Shares (#)	Common Shares(1) ($)	Options Vested/Total (#)	Options Vested Only ($)	DSUs(2) Vested/Total (#)	DSU(2) Vested Only ($)	Total Value of Securities Held Vested Only ($)
71,252	9,799,288	—	—	15,858 / 15,858	2,180,951	11,980,230

Total Ownership as Multiple of Retainer as at the end of Fiscal 2025(3)
(Target: 3x annual retainer): 74.9x

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KRISTIN MUGFORD

Massachusetts, USA
Age: 56
Director since 2018
Independent

2024 Annual Meeting of Shareholders Voting Results

	%	#
For:	96.95	210,282,790
Against:	3.05	6,606,823

Other Public Company Directorships in Past Five Years

Perella Weinberg 2022-present
Partners LP

Senior Lecturer

Harvard Business School

Kristin Mugford is a member of the Board of Directors, a member of the Audit Committee and the Chair of the HRCC. Ms. Mugford is currently the Melvin Tukman Senior Lecturer of Business Administration in the Finance Unit at the Harvard Business School and Senior Associate Dean for Culture and Community. Prior to academia, she spent nearly 20 years with Bain Capital Partners, LP, joining their private equity business in 1994, where she focused on the consumer and media industries, before becoming the firm's first female managing director. In 1998, she helped start Bain Capital Credit, LP (formerly known as Sankaty Advisors, LP), the credit affiliate of Bain Capital Partners, LP, where she was a senior member of its management and investment committee. She began her career at the Walt Disney Company. Since June 2022, Ms. Mugford serves as a director of Perella Weinberg Partners LP and as a member of its audit committee and compensation committee. She was also a member of the board of directors of Towne Park, a leading parking and hospitality services provider, from July 2016 up until June 2023. Ms. Mugford graduated from Harvard Business School as a Baker Scholar and holds an AB with honors in economics from Harvard College.

Board/Committee Memberships	Attendance
Board of Directors	6/7 (86%)
Audit Committee	4/4 (100%)
HRCC (Chair)	4/4 (100%)
Total	14/15 (93%)
Top Relevant Competencies
Retail / Business
---	---
→	Senior Executive Leadership / Strategic Planning
→	Financial Accounting and Reporting Expertise
→	Risk Management and Mitigation
→	Human Resources / Executive Compensation
→	Corporate Governance

Value of Total Compensation Received as Director

Fiscal 2025: $192,000
Fiscal 2024: $180,000

Securities Held as at the end of Fiscal 2025

Common Shares (#)	Common Shares ($)	Options Vested/Total (#)	Options Vested Only ($)	DSUs(2) Vested/Total (#)	DSU(2) Vested Only ($)	Total Value of Securities Held Vested Only ($)
—	—	—	—	19,031 / 19,031	2,617,333	2,617,333

Total Ownership as Multiple of Retainer as at the end of Fiscal 2025(3)
(Target: 3x annual retainer): 16.4x

Dollarama Inc. – 2025 Management Proxy Circular
Page 19

NICHOLAS NOMICOS

Massachusetts, USA
Age: 62
Director since 2004
Independent

Senior Advisor

Nonantum Capital Partners, LLC

Nicholas Nomicos is a member of the Board of Directors and a member of the Audit Committee. Mr. Nomicos is a Senior Advisor at Nonantum Capital Partners, LLC, a middle market private equity firm that he founded with other executives in 2018. He served as its Managing Director from April 2018 to December 2021. Mr. Nomicos is also a director of BRP Inc. and a member of its audit committee as well as its investment and risk committee. He acted as chair of BRP's audit committee between July 2022 and May 2024. He also sits on the boards of two private companies, Christianbook, LLC and Luxury Brand Holdings, dba Ross-Simons, a private multi-channel retailer based in the United States. Until December 2016, Mr. Nomicos was Managing Director at Bain Capital Credit, LP (formerly known as Sankaty Advisors, LP), the credit affiliate of Bain Capital Partners, LP. Prior to 2011, he was an Operating Partner at Bain Capital Partners, LP where he worked since 1999 in a variety of investments in the manufacturing and consumer product sectors. Mr. Nomicos received a Bachelor of Science in Engineering from Princeton University and a Master of Business Administration (MBA) from Harvard Business School.

The Board of Directors acknowledges Mr. Nomicos' long tenure as director of the Corporation and believes he remains independent and brings extensive knowledge and experience to the Board of Directors and the Audit Committee in strategic leadership and planning, finance along with a strong understanding of the retail industry. Accordingly, the Board of Directors recommends that shareholders vote FOR Mr. Nomicos' re-election.

2024 Annual Meeting of Shareholders Voting Results

	%	#
For:	95.30	206,663,767
Against:	4.70	10,201,146
Board/Committee Memberships	Attendance
---	---
Board of Directors	7/7 (100%)
Audit Committee	4/4 (100%)
Total	11/11 (100%)

Other Public Company Directorships in Past Five Years

BRP Inc. 2016 – present

Top Relevant Competencies

Retail / Business	ESG
Retail Industry	Community Support
Distribution, Warehousing and Logistics	Diversity, Equity and Inclusion
Senior Executive Leadership / Strategic Planning
Financial Accounting and Reporting Expertise
Human Resources / Executive Compensation

Value of Total Compensation Received as Director

Fiscal 2025: $170,500
Fiscal 2024: $160,000

Securities Held as at the end of Fiscal 2025

Common Shares (#)	Common Shares ($)	Options Vested/Total (#)	Options Vested Only ($)	DSUs(2) Vested/Total (#)	DSU(2) Vested Only ($)	Total Value of Securities Held Vested Only ($)
12,036	1,655,311	—	—	31,894 / 31,894	4,386,382	6,041,693

Total Ownership as Multiple of Retainer as at the end of Fiscal 2025(3)
(Target: 3x annual retainer): 37.8x

NELL ROSSY

Quebec, Canada
Age: 55
Director since 2004
Not independent (i)

2024 Annual Meeting of Shareholders Voting Results
| | % | # |
| --- | --- | --- |
| For: | 97.89 | 212,304,884 |
| Against: | 2.11 | 4,584,651 |

Other Public Company Directorships in Past Five Years

—

President and Chief Executive Officer Dollarama Inc.

Neil Rossy is a member of the Board of Directors since 2004 and serves as President and Chief Executive Officer of the Corporation since May 1, 2016. Prior to being appointed to this office by the Board of Directors, he had served as Chief Merchandising Officer of Dollarama since 2010. With the company since its inception in 1992, he has been involved in all aspects of Dollarama's business, supply chain and day-to-day operations. Over the last three decades, Neil Rossy has played an increasingly important role in strategic decisions related to warehousing and distribution, direct sourcing, brand identity, product development and merchandising innovations that define Dollarama and underpin its success. He is a graduate of Queen's University.

Board/Committee Memberships	Attendance
Board of Directors	7/7 (100%)
Total	7/7 (100%)

Top Relevant Competencies Retail / Business ESG
| → | Retail Industry | → | Community Support |
| --- | --- | --- | --- |
| → | Distribution, Warehousing and Logistics | → | Health and Safety of Employees |
| → | International Sourcing | | |
| → | Senior Executive Leadership / Strategic Planning | | |
| → | Information Technology and Cybersecurity | | |

Value of Total Compensation Received as Director

Neil Rossy does not receive any compensation from the Corporation for his services as director. For further details on his compensation as President and Chief Executive Officer, see "Compensation Discussion and Analysis – Summary Compensation Table".

Securities Held as at the end of Fiscal 2025
| Common Shares^{(ii)} (#) | Common Shares ($) | Options Vested/Total (#) | Options^{(1)} Vested Only ($) | DSUs Vested/Total (#) | DSU Vested Only ($) | Total Value of Securities Held Vested Only ($) |
| --- | --- | --- | --- | --- | --- | --- |
| 5,308,302 | 730,050,774 | 752,751 / 1,084,964 | 66,329,889 | — | — | 796,380,663 |

Total Ownership as Multiple of Retainer as at the end of Fiscal 2025⁽³⁾
(Target: 5x base salary): 565.9x

(i) Mr. Rossy is not considered independent because he is President and Chief Executive Officer of the Corporation.
(ii) The total number of common shares held by Mr. Rossy includes shares held directly, indirectly and those over which Mr. Rossy exercised control or direction as at the end of Fiscal 2025.

Dollarama Inc. – 2025 Management Proxy Circular
Page 20

SAMIRA SAKHIA

Quebec, Canada
Age: 56
Director since 2021
Independent

2024 Annual Meeting of Shareholders Voting Results

	%	#
For:	98.63	213,909,760
Against:	1.37	2,979,253

Other Public Company Directorships in Past Five Years

Knight Therapeutics Inc. 2016 – present

President and Chief Executing Officer

Knight Therapeutics Inc.

Samira Sakhia is a member of the Board of Directors and a member of the Audit Committee. She is the Chief Executive Officer and President as well as a member of the board of directors of Knight Therapeutics Inc. ("Knight"), a leading Canadian specialty pharmaceutical company, which she joined in August 2016 as President and Chief Operating Officer. She served additionally as its Chief Financial Officer from October 2017 to March 2020. Prior to joining Knight, Ms. Sakhia served as the Chief Financial Officer at Paladin Labs Inc., a specialty pharmaceutical company, from 2001 to 2015. Ms. Sakhia is a member of the Board of Governors of McGill University, where she sits on its finance and infrastructure committee as well as its audit and risk committee. She also serves as an independent Board member at the McGill University Health Centre. Ms. Sakhia holds an MBA, a Bachelor of Commerce and a Graduate Diploma in Accountancy from McGill University.

Board/Committee Memberships	Attendance
Board of Directors	7/7 (100%)
Audit Committee	4/4 (100%)
Total	11/11 (100%)
Top Relevant Competencies
---	---
Retail / Business	ESG
Distribution, Warehousing and Logistics	Community Support
International Sourcing	Diversity, Equity and Inclusion
Senior Executive Leadership / Strategic Planning
Financial Accounting and Reporting Expertise
International Development and Operations

Value of Total Compensation Received as Director

Fiscal 2025: $170,500
Fiscal 2024: $160,000

Securities Held as at the end of Fiscal 2025

Common Shares (#)	Common Shares ($)	Options Vested/Total (#)	Options Vested Only ($)	DSUs(2) Vested/Total (#)	DSU(2) Vested Only ($)	Total Value of Securities Held Vested Only ($)
—	—	—	—	7,191 / 7,191	988,978	988,978

Total Ownership as Multiple of Retainer as at the end of Fiscal 2025(1)
(Target: 3x annual retainer): 6.2x

Dollarama Inc. – 2025 Management Proxy Circular
Page 21

Dollarama Inc. – 2025 Management Proxy Circular
Page 22

THECLA SWEENEY

Ontario, Canada
Age: 53
Director since March 2023
Independent

2024 Annual Meeting of Shareholders Voting Results

	%	#
For:	98.27	213,147,800
Against:	1.73	3,741,701

Other Public Company Directorships in Past Five Years

Restaurant Brands
International Inc.
2022 – present

Founding Partner

Alphi Capital

Thecla Sweeney is a member of the Board of Directors since March 29, 2023. Ms. Sweeney is a founding partner of Alphi Capital Inc., a private equity firm based in Toronto that invests in mid-market Canadian companies. Prior to founding Alphi Capital in 2022, Ms. Sweeney served as Executive Chair and Chief Executive Officer for Motion LP, a privately-held provider of complex mobility and accessibility solutions in Canada, and as Operating Partner for Birch Hill Equity Partners Management Inc., a private equity firm, both based in Toronto, Ontario. She was with Birch Hill from April 2004 to July 2022, with a number of positions of increasing responsibility and was made Partner in 2010 and became an Operating Partner in November 2020. Prior to joining Birch Hill, Ms. Sweeney worked in business development for Regional Airlines Holdings Inc. (Porter Airlines) and was a consultant for Bain & Company. She currently serves on the board of directors of Restaurant Brands International Inc. Ms. Sweeney received an undergraduate degree (Honours) from the University of Western Ontario and an MBA from Richard Ivey School of Business, from which she graduated as an Ivey Scholar.

Board/Committee Memberships	Attendance
Board of Directors	7/7 (100%)
Audit Committee	4/4 (100%)
NGC	2/2 (100%)
Total	13/13 (100%)
Top Relevant Competencies
---	---
Retail / Business	ESG
→ Retail Industry	→ Diversity, Equity and Inclusion
→ Senior Executive Leadership / Strategic Planning	→ Health and Safety of Employees
→ Financial Accounting and Reporting Expertise	→ Wellness education and training of employees
→ Human Resources / Executive Compensation
→ Corporate Governance

Value of Total Compensation Received as Director

Fiscal 2025: $178,500
Fiscal 2024: $136,375(i)

Securities Held as at the end of Fiscal 2025

Common Shares (#)	Common Shares(1) ($)	Options Vested/Total (#)	Options Vested Only ($)	DSUs(2) Vested/Total (#)	DSU(2) Vested Only ($)	Total Value of Securities Held Vested Only ($)
—	—	—	—	3,116 / 3,116	428,543	428,543

Total Ownership as Multiple of Retainer as at the end of Fiscal 2025(3)(ii)
(Target: 3x annual retainer): 2.7x

(i) Ms. Sweeney was appointed as director effective March 29, 2023 and as member of the Audit Committee and NGC effective June 7, 2023. She therefore did not receive any compensation from the Corporation for meetings that took place during Fiscal 2024 prior to such appointments.
(ii) Ms. Sweeney has until March 2028 to reach the required level of equity ownership. For further details on the share ownership guidelines applicable to directors, see “Nominees for Election to the Board of Directors – Director Share Ownership Guidelines”.

Dollarama Inc. – 2025 Management Proxy Circular
Page 23

HUW THOMAS, FCPA, FCA

Ontario, Canada
Age: 72
Director since 2011
Independent

Corporate Director

Huw Thomas, FCPA, FCA, is a member of the Board of Directors, Chair of the Audit Committee and a member of the NGC. Mr. Thomas served as Chief Executive Officer of SmartCentres Real Estate Investment Trust ("SmartCentres REIT", formerly known as Smart Real Estate Investment Trust) from 2013 to June 2018 and also occupied the office of President of SmartCentres REIT from 2013 to August 2016. He remained a trustee of SmartCentres REIT until May 2019. Prior to that, from 1996 to 2010, Mr. Thomas served in various senior financial roles at Canadian Tire Corporation, Limited, including nine years as Chief Financial Officer. Mr. Thomas is also chairman of the board of directors of Chartwell Retirement Residences. He holds a Bachelor of Science degree in Economics from the University of London (U.K.), and is a Certified U.K. and Canadian Chartered Professional Accountant. He received his Fellowship designation (FCPA) from the Chartered Professional Accountants of Ontario in 2013.

2024 Annual Meeting of Shareholders Voting Results

	%	#
For:	95.15	206,359,394
Against:	4.85	10,529,583
Board/Committee Memberships	Attendance
---	---
Board of Directors	7/7 (100%)
Audit Committee (Chair)	4/4 (100%)
NGC	2/2 (100%)
Total	13/13 (100%)

Other Public Company Directorships in Past Five Years

Chartwell Retirement 2012 – present

Top Relevant Competencies

Retail / Business	ESG
→ Retail Industry	→ Environmental Practices
→ Real Estate	→ Energy Reduction or Other Climate Practices
→ Information Technology and Cybersecurity
→ Senior Executive Leadership / Strategic Planning
→ Financial Accounting and Reporting Expertise
→ Risk Management and Mitigation

Value of Total Compensation Received as Director

Fiscal 2025: $193,000
Fiscal 2024: $177,500

Securities Held as at the end of Fiscal 2025

Common Shares (#)	Common Shares(1) ($)	Options Vested/Total (#)	Options Vested Only ($)	DSUs(2) Vested/Total (#)	DSU(2) Vested Only ($)	Total Value of Securities Held Vested Only ($)
6,000	825,180	—	—	26,726 / 26,726	3,675,627	4,500,807

Total Ownership as Multiple of Retainer as at the end of Fiscal 2025(3)
(Target: 3x annual retainer): 28.1x

DIRECTOR COMPENSATION

Director Compensation Policy

Each director who is not a member of the management of the Corporation (each a “non-executive director”) is eligible to receive compensation under the Director Compensation Policy. Neil Rossy does not receive any compensation from the Corporation for his services as director. For further details on his compensation as President and Chief Executive Officer, see “Compensation Discussion and Analysis – Summary Compensation Table”.

The Director Compensation Policy is reviewed by the HRCC on a regular basis to determine whether (i) it is competitive in order to attract and retain the most qualified individuals to serve on the Board of Directors and its committees, (ii) it provides appropriate compensation for the responsibilities assumed by the directors, and (iii) it aligns the interests of the directors with the long-term interests of the Corporation’s shareholders.

During Fiscal 2025, the HRCC retained the services of Gallagher Quebec Compensation Inc. (“Gallagher”) to provide independent advice and services with respect to director compensation matters and to conduct a review of the Director Compensation Policy, among other things. Increases to director compensation to align with market practices were proposed and approved by the HRCC in December 2024, the whole effective for Fiscal 2026.

The following table summarizes the terms of the Director Compensation Policy applicable for Fiscal 2025 and Fiscal 2026.

Compensation Component(1)	Fiscal 2025	Fiscal 2026
Annual Cash Retainer(2)
Chairman	$220,000	$220,000
Other Non-Executive Directors	$80,000	$80,000
Annual Equity Retainer(3)
Chairman	$105,000	$130,000
Other Non-Executive Directors	$80,000	$92,500
Committee Chair Cash Retainer(2)
Audit Committee	$25,000	$25,000
HRCC	$21,500	$21,500
NGC	$16,000	$16,000
Committee Member Cash Retainer(2)
Audit Committee	$10,500	$11,500
HRCC	$10,500	$11,500
NGC	$8,000	$8,500

(1) Travel fees as well as out-of-pocket expenses incurred by non-executive directors in attending board meetings, committee meetings and shareholders meetings and in the performance of other duties as directors of the Corporation are also reimbursed by the Corporation.
(2) The annual cash retainer, the committee chair cash retainer and the committee member cash retainer (collectively, the “Cash Retainer”) are paid on a quarterly basis.
(3) The annual equity retainer consists of an award of DSUs under the Corporation’s Deferred Share Unit Plan, as further described below.

Dollarama Inc. – 2025 Management Proxy Circular
Page 24

Deferred Share Unit Plan for Non-Executive Directors

The Deferred Share Unit Plan (the "DSU Plan"), introduced in December 2014, provides non-executive directors with the opportunity to receive compensation in the form of equity and participate in the long-term success of the Corporation. The DSU Plan aims to promote a greater alignment of interests between directors and shareholders for the duration of each director's tenure.

Annual Equity Retainer

Non-executive directors receive an annual equity retainer consisting of DSUs on the first day of each fiscal year. DSUs comprising the annual equity retainer vest on the first anniversary of the date of grant, together with additional DSUs credited as dividend equivalents in respect of such annual DSUs.

Election to Receive Cash Compensation in DSUs

In addition to the annual equity retainer, non-executive directors may elect to receive all or a portion of their Cash Retainer in the form of DSUs. If so elected, the Corporation credits to the director's notional account, on a quarterly basis, such number of DSUs equal to the amount that the director elects to receive in the form of DSUs divided by the volume weighted average trading price of the common shares on the TSX for the five (5) trading days ending on the last business day of each fiscal quarter. Dividend equivalents in the form of additional DSUs that are equal in value to dividends paid on common shares are also credited to the director's notional account on each dividend payment date based on the number of DSUs in such director's notional account as of the dividend record date. DSUs credited to a director's notional account as a result of the election by such director to receive all or a portion of his or her cash compensation in the form of DSUs vest immediately. The election to receive all or a portion of the Cash Retainer in the form of DSUs is made prior to the beginning of a fiscal year and is irrevocable for that fiscal year.

For Fiscal 2025, all of the Corporation's non-executive directors elected to receive 100% of their Cash Retainer in the form of DSUs, except Gregory David who elected to receive 50% of his Cash Retainer in the form of DSUs and Stephen Gunn and Huw Thomas who elected to receive the full amount in cash. All three of them hold common shares of the Corporation and/or vested DSUs with a current value significantly exceeding the threshold set under the Director Share Ownership Guidelines. For further details on equity ownership, refer to each nominee's profile under "Nominees for Election to the Board of Directors – Director Share Ownership Guidelines".

Redemption

DSUs credited to a director's notional account remain in such account for as long as he or she is a director and they can only be redeemed following the director's resignation from the Board of Directors or death, either, at the Corporation's sole discretion, (i) in cash based on the volume weighted average trading price of the common shares on the TSX for the five (5) trading days immediately preceding the date of redemption or death, as applicable, or (ii) in common shares to be acquired on the open market by the Corporation, in each case net of any applicable tax withholdings. The DSU Plan is not dilutive. DSUs granted as part of the annual equity retainer vest on the first anniversary of the date of grant, whereas DSUs granted in lieu of the Cash Retainer pursuant to a director's election vest immediately upon being granted.

Dollarama Inc. – 2025 Management Proxy Circular
Page 25

Total Compensation for Non-Executive Directors

The following table provides information regarding the compensation earned by non-executive directors during Fiscal 2025.

Name(1)	Cash Retainers(2) ($)	Share-Based Awards(3)(4)(5) ($)	All Other Compensation ($)	Total Compensation ($)	Allocation of Total Compensation(5)
					In Cash ($)	In DSUs ($)
J. Bekenstein	90,500	80,000	—	170,500	—	170,500
G. David	80,000	80,000	—	160,000	40,000	120,000
E. Garcia	98,500	80,000	—	178,500	—	178,500
S. Gunn	246,500	105,000	—	351,500	246,500	105,000
K. Mugford	112,000	80,000	—	192,000	—	192,000
N. Nomicos	90,500	80,000	—	170,500	—	170,500
S. Sakhia	90,500	80,000	—	170,500	—	170,500
T. Sweeney	98,500	80,000	—	178,500	—	178,500
H. Thomas	113,000	80,000	—	193,000	113,000	80,000

(1) No compensation is paid to Neil Rossy, the Corporation's President and Chief Executive Officer, for his service as director.
(2) Includes the Chairman retainer, the non-executive director retainers, the committee chair retainers and the committee member retainers, as applicable.
(3) The value disclosed in this column consists of the grant date value of the annual equity retainers paid in DSUs on January 29, 2024, the first day of Fiscal 2025, to all non-executive directors.
(4) No options were granted to non-executive directors since the adoption of the DSU Plan in December 2014.
(5) In addition to the annual equity retainer disclosed under "Share-Based Awards", non-executive directors may elect to receive all or a portion of their Cash Retainers in DSUs. See "Deferred Share Unit Plan for Non-Executive Directors – Election to Receive Cash Compensation in DSUs" above.

Share-Based Awards – Value Outstanding at Year End

The following table summarizes the number and the value of DSUs held by non-executive directors as at the end of Fiscal 2025. No option grants were made to non-executive directors after the adoption of the DSU Plan in December 2014. There were no options outstanding as at the end of Fiscal 2025 as all options that had been granted were exercised.

Name	Number of Shares or Units of Shares that have not Vested (#)	Market or Payout Value of Share-Based Awards that have not Vested ($)	Market or Payout Value of Vested Share-Based Awards not Paid out or Distributed(1) ($)
J. Bekenstein	-	-	4,320,780
G. David	-	-	3,086,448
E. Garcia	-	-	4,066,074
S. Gunn	-	-	2,180,951
K. Mugford	-	-	2,617,333
N. Nomicos	-	-	4,386,382
S. Sakhia	-	-	988,978
T. Sweeney	-	-	428,543
H. Thomas	-	-	3,675,627

Dollarama Inc. – 2025 Management Proxy Circular
Page 26

(1) The value of a DSU when redeemed for cash is equivalent to the volume weighted average trading price of the common shares of the Corporation on the TSX for the five trading days immediately preceding the date of redemption. However, for the purposes of this Circular, the total value of vested DSUs is calculated based on the closing price of the common shares (\$137.53) on January 31, 2025, being the last trading day of Fiscal 2025. DSUs granted at the end of each quarter to non-executive directors who elected to receive all or a portion of the cash component of their compensation in DSUs in lieu of cash vest immediately upon being granted. DSUs are only redeemed upon the non-executive director ceasing to act as director of the Corporation for any reason, including by death, disability, retirement or resignation.

Share-Based Awards – Value Vested During the Year

The following table provides a summary of the value of share-based awards vested during Fiscal 2025.

Name	Share-Based Awards – Value Vested During Fiscal 2025(1) ($)
J. Bekenstein	341,625
G. David	285,237
E. Garcia	349,326
S. Gunn	316,732
K. Mugford	359,366
N. Nomicos	341,900
S. Sakhia	332,135
T. Sweeney	320,032
H. Thomas	245,078

(1) DSUs granted at the end of each quarter to non-executive directors who elected to receive all or a portion of their Cash Retainers in the form of DSUs vest immediately upon being granted whereas DSUs comprising the annual equity retainer vest on the first anniversary of the date of grant. The value of a DSU when redeemed for cash is equivalent to the volume weighted average trading price of the common shares of the Corporation on the TSX for the five trading days immediately preceding the date of redemption. However, for the purposes of this Circular, the total value of vested DSUs is calculated based on the closing price of the common shares (\$137.53) on January 31, 2025, being the last trading day of Fiscal 2025.

DIRECTOR SHARE OWNERSHIP GUIDELINES

Upon recommendation of the NGC, the Board of Directors adopted Director Share Ownership Guidelines in order to better align directors' interests with shareholders' interests. Under the guidelines, each non-executive director is required to accumulate at least three times the value of the annual retainer for board membership (including cash and equity), being $160,000 for Fiscal 2025 ($172,500 as of Fiscal 2026), representing a total value of $480,000 ($517,500 as of Fiscal 2026), in common shares, unexercised vested options and/or vested DSUs, within five years following such director's election or appointment to the Board of Directors, or within two years following February 1, 2022, the date of the guidelines' latest amendment, whichever is later. Each non-executive director is required to continue to hold such minimum value in common shares, unexercised vested options and/or vested DSUs throughout the remainder of his or her tenure as director.

The Director Share Ownership Guidelines also prohibit directors from entering into any transaction that would operate as a hedge against, or would offset a decrease in market value of, such director's ownership position. See "Nominees for Election to the Board of Directors – Description of Proposed Director Nominees" for information concerning the individual holdings of the director nominees and their respective level of attainment of the Director Share Ownership Guidelines. Neil Rossy is subject to the Executive Share Ownership Guidelines rather than the Director Share Ownership Guidelines as he is not compensated for his role as director. See "Compensation Discussion and Analysis – Executive Share Ownership Guidelines".

Dollarama Inc. – 2025 Management Proxy Circular
Page 27

CEASE TRADE ORDERS OR BANKRUPTCIES

To the knowledge of the Corporation, none of the proposed nominees for election to the Board of Directors:

(a) is, as at the date of this Circular, or has been, within the 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that,

(i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(ii) was subject to an order 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.

For the purposes of the paragraphs above, "order" means: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days.

To the knowledge of the Corporation, none of the proposed nominees for election to the Board of Directors:

(a) is, as at the date of this Circular, or has been within the 10 years before the date of this Circular, a director or executive officer of any company (including the Corporation) 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 10 years before the date of this Circular, 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 his or her assets;

except for:

(i) Stephen Gunn, a director of the Corporation, who was from 2016 to 2018 a director of Golf Town Canada Inc., which sought and obtained protection under the Companies' Creditors Arrangement Act (Canada) (the "CCAA") in September 2016, and who was from 2012 to January 2023 a director of Mastermind Toys, which filed for protection under the CCAA in November 2023; and
(ii) Joshua Bekenstein, a director of the Corporation, who was from 2005 to 2019 a director of Toys "R" Us, Inc., which filed for bankruptcy in the United States and for protection under the CCAA in Canada in September 2017, and who was from 2010 to 2017 a director of The Gymboree Corporation, which filed for bankruptcy in the United States in June 2017 and for protection under the CCAA in Canada in January 2019.

PENALTIES OR SANCTIONS

To the knowledge of the Corporation, none of the proposed nominees for election to the Board of Directors has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

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COMPENSATION DISCUSSION AND ANALYSIS

The following discussion describes the significant elements of the Corporation's Executive Officer Compensation Policy, with particular emphasis on the process used for determining compensation payable to the Corporation's named executive officers ("NEOs") for Fiscal 2025, being (i) the President and Chief Executive Officer, (ii) the Chief Financial Officer, and (iii) each of the next three most highly compensated executive officers (or individuals acting in a similar capacity) of the Corporation, including any of its subsidiaries.

For Fiscal 2025, the NEOs are:

Neil Rossy, President and Chief Executive Officer ("CEO")
Patrick Bui, Chief Financial Officer ("CFO")
Johanne Choinière, Chief Operating Officer ("COO")
Nicolas Hien, Chief Information Officer ("CIO")
Geoffrey Robillard, Senior Vice-President, Import Division ("SVP Import")

COMPENSATION OBJECTIVES

The Corporation's Executive Officer Compensation Policy is administered by the HRCC, which makes recommendations to the Board of Directors. The compensation policy is designed to attract and retain high-performing executive officers, to motivate and reward them for their performance and contribution to the long-term success of the Corporation, and to align the interests of executive officers with those of the Corporation's shareholders.

The Board of Directors seeks to compensate executive officers with an appropriate pay mix combining competitive base salaries with short-term and long-term performance-driven incentives which support the Corporation's business strategy and long-term sustainable growth. Accordingly, a significant portion of the executive officers' total direct compensation is linked to the achievement of ambitious but attainable performance goals. This compensation approach reflects the Corporation's commitment to ensuring that the Executive Officer Compensation Policy is based on a pay-for-performance philosophy and the creation of long-term shareholder value.

ANNUAL COMPENSATION REVIEW PROCESS

On an annual basis, the HRCC reviews the Corporation's compensation objectives, strategies and plans for each fiscal year, as well as the financial results, in order to recommend to the Board of Directors the compensation to be awarded to each NEO. The HRCC solicits input from the CEO regarding the performance of the other NEOs. Based on recommendations made by the HRCC, the Board of Directors approves base salaries, annual bonuses and equity incentive compensation for NEOs, as well as corporate goals and objectives relevant to the compensation of NEOs.

Each component of executive compensation, namely the base salary, the annual bonus and the awards under the long-term equity incentive plan (the "LTIP"), further described under "Compensation Components", is also reviewed annually by the HRCC to ensure that it accurately reflects the Corporation's compensation objectives and the market in which the Corporation competes for talent. Adjustments are approved by the Board of Directors if deemed necessary and appropriate and they become effective for the then current fiscal year.

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COMPENSATION CONSULTING SERVICES

For Fiscal 2025, the HRCC retained the services of Gallagher to provide independent advice on executive and director compensation matters. The mandate entrusted to Gallagher by the HRCC during Fiscal 2025 was focused on:

(i) the benchmarking of the Corporation's executive compensation and director compensation packages against compensation offered by companies comprising the comparator group (as hereinafter defined); and
(ii) the review and benchmarking of the allocation and metrics used in the Corporation's long-term incentive plan and short term incentive plan design.

Market data gathered by Gallagher constituted one of the many elements of the HRCC's annual compensation review. While the HRCC receives external independent advice, it also relies on the knowledge and experience of its members, internal human resources expertise, and, in the case of NEOs other than the CEO, on the recommendations of the CEO to set appropriate levels of compensation for NEOs.

For Fiscal 2025 and Fiscal 2024, Gallagher and its affiliates billed the following fees:

	Fiscal 2025	Fiscal 2024
Executive Compensation-Related Fees	$136,488	$80,109
All Other Fees(1)	$0	$457,181
Total Fees Billed	$136,488	$537,290

(1) Represents fees billed by Toronto-based Four Corners Group in connection with recruitment services mandated directly by the Corporation's management. Four Corners Group was acquired by Arthur J. Gallagher & Co. in July 2022, bringing it under the same ownership as PCI Compensation Consulting Inc. (now Gallagher). The services rendered by Four Corners Group were not required to be preapproved by the HRCC or by the Board of Directors. Four Corners Group did not provide services to the Corporation's directors or executive officers directly.

COMPARATOR GROUP

Every year, the HRCC compares the compensation practices and elements of compensation of the Corporation against those of a comparator group composed of companies sharing industry, geographical scope and/or financial characteristics (including revenues, market capitalization, growth, and profitability) with the Corporation. Such exercise aims at assessing the competitiveness of the Corporation's compensation and ensuring that the Corporation is well positioned to attract and retain the talent required to execute its growth strategy. The companies that comprise the comparator group share similar economic and business challenges as the Corporation and are likely to recruit talent from the same pool of candidates as the Corporation, making performance and compensation comparisons meaningful.

The comparator group used for purposes of benchmarking executive and director compensation awarded for Fiscal 2025 was composed of the following companies:

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Comparator Group

Alimentation Couche-Tard Inc.	Iululemon athletica, inc.
Aritzia Inc.	Metro Inc.
BRP Inc.	Quebecor Inc.
Burlington Stores, Inc.	Richelieu Hardware Ltd
Canada Goose Holdings Inc.	Saputo Inc.
Canadian Tire Corporation, Limited	Stella-Jones Inc.
Dollar Tree, Inc.	TFI International Inc.
Gildan Activewear Inc.	Transcontinental Inc.
Leon's Furniture Ltd	The North West Company Inc.

The composition of the comparator group is considered and reviewed by the HRCC regularly. In September 2024, the HRCC, with the advice of and based on recommendations from Gallagher, conducted a review of the comparator group. Following completion of this review process, the HRCC adopted a new comparator group that will be used for purposes of benchmarking executive and director compensation awarded for Fiscal 2026.

PERFORMANCE GRAPH

The following table and graph illustrate the cumulative total shareholder return ("TSR") of a $100 investment in the common shares of the Corporation, with dividend reinvestments, compared to the cumulative return on the S&P/TSX Composite Index for the five-year period from February 2, 2020 to February 2, 2025.

	February 2, 2020	January 31, 2021	January 30, 2022	January 29, 2023	January 28, 2024	February 2, 2025
Dollarama TSR	$100.00	$111.28	$143.84	$179.77	$223.06	$309.96
S&P/TSX Composite Index	$100.00	$100.11	$119.77	$119.61	$121.98	$147.43

The trend shown by the graph represents a marked growth in the TSR from February 2, 2020 to February 2, 2025, with the Corporation outperforming the S&P/TSX Composite Index over the five year period.

Total annual compensation of the NEOs who were in office at the end of each fiscal year increased by approximately $93.8\%$ between February 2, 2020 and February 2, 2025. Over the same period, the TSR of

a $100 investment in the common shares of the Corporation, with dividend reinvestments, grew by 209.96%. Based on the foregoing, the Board believes that there was no disconnect between pay and performance at any time during those years.

	February 2, 2020	January 31, 2021	January 30, 2022	January 29, 2023	January 28, 2024	February 2, 2025
NEOs Total Annual Compensation	$9.7 million	$13.4 million	$15.9 million^{(1)}	$19.6 million	$20.3 million^{(2)}	$18.8 million
Dollarama TSR	$100.00	$114.17	$147.32	$177.44	$225.42	$309.96

(1) Although Michael Ross qualified as the Corporation's sixth NEO for Fiscal 2022 (as defined below), his annual compensation was excluded for comparison purposes, given that in prior fiscal years there were only five NEOs comprised in the Corporation's total annual compensation pool used for purposes of this table. Taking into account Michael Ross' annual compensation, the NEOs' total annual compensation for Fiscal 2022 was $16.5 million.
(2) Includes total annual compensation for Neil Rossy, J.P. Towner, Johanne Choinière, Geoffrey Robillard and Nicolas Hien. Although Patrick Bui qualified as the Corporation's sixth NEO for Fiscal 2024, his annual compensation was excluded for comparison purposes, given that in prior fiscal years there were only five NEOs comprised in the Corporation's total annual compensation pool used for purposes of this table and considering he was only an NEO for 6 weeks of Fiscal 2024. Taking into account Patrick Bui's annual compensation, the NEOs' total annual compensation for Fiscal 2024 was $21.5 million.

COMPENSATION COMPONENTS

The elements composing the Corporation's executive compensation program are determined in accordance with the Corporation's compensation objectives and existing market standards, and are reviewed against those of the companies comprising the comparator group. The elements of the Corporation's executive compensation program for Fiscal 2025 are described below.

Compensation Element	Focus	Purpose	Form	Performance Period
Direct Compensation
Base Salary (fixed)		Provides competitive fixed pay based on job scope, skills, experience, and market competitiveness	Cash	1 year
Variable Incentive Award	Short-term	Annual bonus rewards the achievement of annual profitability, growth and ESG-related objectives	Cash	1 year
	Long-term	These incentive plans motivate NEOs to create sustainable shareholder value over the long-term	Options	Up to 10 years
			PSUs	3 years
Indirect Compensation
Defined Contribution Pension Plan		Contributes to financial security after retirement	Pension	Retirement

Base Salary

Base salaries for NEOs are established based on a range of factors, both quantitative and qualitative. The HRCC generally considers the median of compensation levels paid by the companies comprising the comparator group for similar positions. Qualitative factors such as the scope and breadth of an executive officer's role and responsibilities, his or her prior relevant experience, and the overall market demand for such position are also considered by the HRCC in the determination of base salaries. The base salary is also assessed in light of the level of the other compensation components to ensure that such NEO's total compensation is in line with the Corporation's overall compensation philosophy.

Base salaries are reviewed annually to ensure that they continue to reflect individual performance and market conditions, and merit increases or adjustments are made, as deemed appropriate. Under specific circumstances, the HRCC may recommend adjustments as warranted throughout the year for promotions or other changes in the scope or breadth of an executive officer's role or responsibilities.

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Short-term Incentives

NEOs and certain other members of the management team of the Corporation are eligible to receive an annual incentive cash bonus (the "Bonus"). NEOs' Bonuses are determined after the end of each fiscal year by the HRCC in accordance with the Executive Officer Compensation Policy, subject to final approval by the Board of Directors. For Fiscal 2025, the structure of the Bonus remained consistent with prior years except for the addition of an ESG-related component.

Individual Target Bonus

The terms of employment of each NEO provide for an individual bonus target, established as a percentage of such NEO's base salary (the "Target Bonus").

NEO	Target Bonus
Neil Rossy, CEO	150%
Patrick Bui, CFO	75%
Johanne Choinière, COO	75%
Nicolas Hien, CIO	75%^{(1)}
Geoffrey Robillard, SVP Import	N/A^{(2)}

(1) In addition to his annual bonus, Nicolas Hien is eligible to an annual bonus in his role as Executive Vice-President of Dollarcity, based on a target of 75% of his base salary in this other role. See "Compensation Discussion and Analysis – Summary Compensation Table".
(2) Geoffrey Robillard's Target Bonus was fixed at $500,000 for Fiscal 2025.

Performance Metrics

For Fiscal 2025, the HRCC relied on key levers of the Corporation's growth and ESG strategy to calculate the Bonus of the CEO, CFO, COO and CIO, namely the EBITDA year-over-year growth (the "EBITDA Growth"), comparable store sales ("SSS") year-over-year growth (the "SSS Growth"), the number of net new stores ("NNS") opened during the fiscal year (the "Real Estate Growth") and the achievement of ESG goals (collectively, the "ESG Goals"), each measured against a target set by the HRCC at the beginning of the fiscal year.

For Fiscal 2025, the HRCC set the following targets for EBITDA Growth, SSS Growth and Real Estate Growth:

| Fiscal 2025
EBITDA Growth Target | Fiscal 2025
SSS Growth Target | Fiscal 2025
Real Estate Growth Target |
| --- | --- | --- |
| 8% | 4% | 65 NNS |

The "EBITDA Growth Target", the "SSS Growth Target" and the "Real Estate Growth Target" respectively accounted for 60%, 20% and 15% of the Target Bonus. The ESG Goals, discussed in greater detail below, accounted for the remaining 5% of the Target Bonus.

EBITDA represents operating income, in accordance with generally accepted accounting principles in Canada ("GAAP"), plus amortization and depreciation, and includes the Corporation's share of net earnings of its equity-accounted investment. EBITDA is a non-GAAP measure and as a result does not have a standardized meaning prescribed by GAAP. Refer to the Corporation's Management's Discussion and Analysis for Fiscal 2025, which is available on SEDAR+ at www.sedarplus.ca and on the Corporation's website at www.dollarama.com, for a reconciliation of EBITDA to operating income, the most directly comparable GAAP measure. EBITDA growth is a non-GAAP ratio and represents the increase in EBITDA, in percentage, compared to the previous year's EBITDA.
Comparable store sales (SSS) growth is a supplemental financial measure. It represents the percentage increase or decrease, as applicable, of the sales of Dollarama stores, including relocated and expanded stores, open for at least 13 complete fiscal months relative to the same period in the prior fiscal year. SSS growth is a key metric in the retail industry, often used by analysts to determine the effectiveness of management in producing revenue growth from existing assets. The primary drivers of

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SSS performance are changes in the number of transactions and in the average transaction size, both strong indicators of retail success.

The number of net new stores represents the total number of new stores opened during the fiscal year, excluding relocated stores and net of store closures.

The ESG Goals for Fiscal 2025 were established in the context of the Corporation's business plan and its evolving ESG and climate strategy and aim to promote priorities that, in addition to the growth and performance goals used to calculate the annual Bonus of the NEOs, are key to the Corporation's long-term success. The ESG Goals for Fiscal 2025 relied on three key levers, namely: (1) employee engagement, (2) customer satisfaction and (3) climate initiatives.

The achievement of ESG Goals was measured against the successful implementation of specific initiatives in respect of each lever (each, and "ESG Initiative"), set by the HRCC at the beginning of the fiscal year. The HRCC considers that the ESG Initiatives selected for the ESG Goals for Fiscal 2025 encouraged the NEOs to focus on various efforts that are expected to have a positive impact on the Corporation's stakeholders and business, while representing relevant and meaningful objectives that can be objectively assessed and be aligned with the Corporation's business plan and its evolving ESG and climate strategy.

Payout Methodology

If the Corporation meets each of the EBITDA Growth Target, the SSS Growth Target and the Real Estate Growth Target, then the CEO, CFO, COO and CIO receive 95% of their respective Target Bonus. If the Corporation's performance is below or exceeds one or more of the applicable targets, the corresponding prorated portion of the NEO's Target Bonus is established based on a capped sliding scale, subject to the thresholds described below. If the threshold level for a metric is not met, payout for that metric is nil. The achievement of each target is reviewed and calculated independently.

The following table describes the key thresholds of the sliding scales used to establish the EBITDA Growth Target, the SSS Growth Target and the Real Estate Growth Target components of the Target Bonuses of the CEO, CFO, COO and CIO for Fiscal 2025.

Fiscal 2025 EBITDA Growth Sliding Scale 60% of Target Bonus
EBITDA Growth	Payout (as a % of Target Bonus)
0%	0%
8%	60%
13%	120%
≥18%	180%
Fiscal 2025 SSS Growth Sliding Scale 20% of Target Bonus
---	---
SSS Growth	Payout (as a % of Target Bonus)
<0%	0%
4%	20%
9%	40%
14%	60%
≥19%	80%
Fiscal 2025 NNS Growth Sliding Scale 15% of Target Bonus
---	---
Real Estate Growth	Payout (as a % of Target Bonus)
45	0%
65	15%
≥85	30%

The EBITDA Growth Target, the SSS Growth Target and the Real Estate Growth Target are designed to be stretch objectives in order to drive sustainable long-term growth of corporate and operational performance. They are set at a challenging and ambitious level and are attainable with significant management effort and disciplined execution. The Board of Directors has the discretion to exclude certain extraordinary and non-recurring items for the purpose of determining Bonuses to be awarded to NEOs if it determines the circumstances so warrant.

For Fiscal 2025, each ESG Goal is designed with an ESG Goal that can either be met, or not, such that to the extent that the relevant initiative underlying each ESG Goal is implemented, payout on such ESG Goal will be 100%. The performance against the ESG Initiatives and the ESG Goals in the aggregate is reviewed and recommended to the Board of Directors by the HRCC. If all of the ESG Initiatives are met, then the NEOs receives the remaining 5% of their respective Target Bonus.

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Actual Bonuses

For Fiscal 2025:
- EBITDA grew 14% compared to the previous fiscal year;
- SSS grew 4.6% compared to the previous fiscal year;
- The Corporation opened 65 net new stores;
- NEO's met all three ESG Initiatives set with respect to the ESG Goals.

As a result, the payout for each metric, calculated as a percentage of the total Target Bonus, amounted to the following for the CEO, CFO, COO and CIO:

	Base Salary	Bonus Target	EBITDA Growth 60%	SSS Growth 20%	Real Estate Growth 15%	ESG Goals 5%	Total Bonus
			Target Bonus Achieved	Target Bonus Achieved	Target Bonus Achieved	Target Bonus Achieved	Target Bonus Achieved
N. Rossy CEO	$1,407,404	150%	$2,111,105	132,1%	22,3%	15%	5%	174,4%
P. Bui CFO	$500,000	75%	$375,000	132,1%	22,3%	15%	5%	174,4%
J. Choinière COO	$714,546	75%	$535,910	132,1%	22,3%	15%	5%	174,4%
N. Hien CIO	$397,963	75%	$298,472(1)	132,1%	22,3%	15%	5%	174,4%

(1) Nicolas Hien is also eligible to an annual bonus in his role as Executive Vice-President of Dollarcity, which bonus payout amounted to US$159,019 ($217,570), representing approximately 111% of his base salary for this role, which amount was paid by Dollarcity in U.S. dollars and converted into Canadian dollars using the exchange rate of 1.3682.

Geoffrey Robillard, SVP Import, received his Target Bonus of $500,000 (representing approximately 30% of his base salary), which payout is not based on the achievement of the metrics described above but rather on individual performance, as assessed by the HRCC, upon recommendation of the CEO.

Long-Term Equity Incentives

The HRCC believes that equity-based awards, the values of which are directly linked to the market value of the Corporation's common shares, are an important component of its Executive Officer Compensation Policy and should represent a significant portion of the total direct compensation of executive officers. They allow the Corporation to reward executive officers for their sustained contributions to the Corporation. Equity-based awards also reward continued employment by an executive officer, with an associated benefit to the Corporation of employee continuity and retention.

The LTIP is comprised of an appropriate mix of options and performance share units ("PSUs"). Awards under the LTIP are allocated so that at all times PSUs represent a minimum of 50% of the target dollar value of the LTIP award.

Key Terms Applicable to Components of the LTIP

The table below provides a summary of key terms applicable to each component of the LTIP:

	Share Options	PSUs
Eligible participants	Employees, officers and directors(1)	Employees and officers
Link to corporate strategy	→ Motivate the achievement of financial success and long-term growth
→ Attract, retain and motivate key talent
→ Align executive and shareholder interests	→ Motivate the achievement of financial success and medium-term growth
→ Attract, retain and motivate key talent
→ Align executive and shareholder interests

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	Share Options	PSUs
Payout range (as a % of the grant award)	Payouts are dependent on the difference between the exercise price and the market price at the time of exercise	0% to 200%
Term	10 years	3 years
Vesting type	Rateably each year over 5 years on anniversary of grant	Cliff vest following a 3-year performance period
Vesting criteria	Time-based vesting	Vest upon achievement of performance objectives established at the time of the award
Methods of payment	Common shares issued from Treasury	Cash, common shares purchased on the open market or a combination of both

(1) Although non-executive directors are eligible to receive options under the Option Plan, the last grant of options to non-executive directors was made on April 8, 2014. Directors are now granted DSUs instead of options

Share Options

The HRCC believes that share options provide management with a strong link to long-term corporate performance and the creation of shareholder value, and therefore support the Corporation's pay-for-performance philosophy and the alignment of the interests of executive officers with those of the Corporation's shareholders.

The management option plan of the Corporation adopted on October 16, 2009 (as most recently amended and restated on February 14, 2025, the "Option Plan") allows the Corporation the opportunity to grant options to purchase common shares to executive officers. A total of 43,615,158 common shares were set aside and reserved for allotment for the purpose of the Option Plan (the "Total Reserve") as at October 16, 2009. See "Management Option Plan" for a detailed description of the terms and conditions attaching to options granted under the Option Plan.

On June 8, 2011, the Board of Directors approved an annual option grant plan (the "Annual Grant Plan") which provides guidelines for annual grants of options to NEOs and other members of the senior management team. The Board of Directors also approved a maximum number of options that may be granted by the HRCC pursuant to the Annual Grant Plan, which corresponded to the maximum number of common shares reserved for issuance under the Option Plan as at June 8, 2011, and delegated to such committee the power to administer and modify, from time to time, the Annual Grant Plan and grant options on an annual basis in accordance with the terms thereof. The first grants under the Annual Grant Plan were made on January 18, 2012. As at April 15, 2025, options for an aggregate of 13,705,518 shares remained issuable under the Option Plan.

Performance Share Units

The HRCC believes that PSUs are an important part of the LTIP as they focus management on the delivery of key performance objectives which create value for the Corporation and its shareholders. PSUs also have the advantage of reducing the number of options granted each year and therefore potential shareholder dilution.

The HRCC is responsible for approving the annual grants under the Corporation's performance share unit plan originally adopted on March 30, 2021 (as most recently amended and restated on February 14, 2025, the "PSU Plan"), as well as the performance objectives, the metrics against which performance will be measured at the end of the reference period and the applicable payout target and vesting scale. See "Performance Share Unit Plan" for a detailed description of the terms and conditions attaching to PSUs granted under the PSU Plan.

For awards made during Fiscal 2022 to Fiscal 2025, the chosen performance metric was earnings per share ("EPS") growth. PSU awards made during Fiscal 2022 vested and were settled in Fiscal 2025 as discussed under "Fiscal 2022 PSUs" below, and PSU awards made during Fiscal 2023 to Fiscal 2025 are scheduled to vest in Fiscal 2026 to Fiscal 2028, respectively, following the end of the applicable performance-period.

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The EPS performance objectives for such PSUs were developed taking into account the Corporation's confidential business strategies, plans and initiatives and its expectations regarding financial and operational performance. They were set at a challenging and ambitious level and are attainable with significant management effort and disciplined execution.

The EPS objectives have a threshold, target and maximum performance level. If the EPS target for a grant is met at the end of the applicable reference period, payout will be made at 100%. If EPS performance is below threshold, there will be no payout. For performance between threshold and target and target and maximum, vesting of PSUs is determined on a linear basis. If the EPS target is exceeded, PSUs will be paid out at a rate of up to 200%. Payouts are capped at 200% under the Corporation's PSU Plan.

Fiscal 2022 PSUs

The first awards under the PSU Plan were made on March 30, 2021 (the "Fiscal 2022 PSUs"), during the Corporation's fiscal year ended January 30, 2022 ("Fiscal 2022"). The three-year performance-period for the Fiscal 2022 PSUs ended on January 28, 2024, and, in accordance with the terms of the PSU Plan, the Fiscal 2022 PSUs vested on the vesting determination date (being the date on which the Board of Directors met to approve the Corporation's annual results for Fiscal 2024 following the end of the three-year performance period), based upon the achievement of the three-year EPS growth target. Such vesting determination date took place on April 3, 2024 and the PSUs were settled in Fiscal 2025. See "Compensation Discussion and Analysis – Incentive Plan Awards – Outstanding Option-Based Awards and Share-Based Awards".

Fiscal 2023 PSUs

In accordance with the terms of the PSU Plan, PSUs granted by the Corporation on March 29, 2022 (the "Fiscal 2023 PSUs") were to vest on the vesting determination date (being the date on which the Board of Directors met to approve the Corporation's annual results for Fiscal 2025 following the end of the three-year performance period ended on February 2, 2025), based upon the achievement of the three-year EPS growth target. Such vesting determination date took place on April 2, 2025 and the PSUs will be settled in Fiscal 2026. Accordingly, details of the vesting achieved and payout realized will be disclosed in the Corporation's management information circular for Fiscal 2026.

ADDITIONAL INFORMATION ON LONG-TERM INCENTIVE PLANS

The Option Plan and the PSU Plan are administered by the HRCC, which approves grants on an annual basis, all in the context of the Corporation's overall executive compensation program and its incentive and retention objectives previously described.

Management Option Plan

All grants under the Option Plan must comply with the terms of the Option Plan, the Annual Grant Plan and their corresponding grant agreement. The table below outlines the main terms and conditions of the Option Plan.

Exercise price	Exercise price of options determined using the volume weighted average trading price of the common shares for the five-trading day period before the grant date. If the grant is made during a black-out period, the exercise price is determined using the volume weighted average trading price of the common shares for the five-trading day period following the last day of such black-out period.
Term	10 years from the date of grant (subject to a shorter term for changes in employment status, as described below, or to an extension due to a black-out period).
Vesting	Option grants vest and become exercisable over a 5-year period, as to 20% of the grant on each anniversary of the date of grant.
Total, individual and insider limits	The aggregate number of common shares:
— reserved for issuance at any time to any one optionee shall not exceed 5% of the issued and outstanding common shares at such time;

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→ issued to any one insider and his/her associates under the Option Plan or any other proposed or established share compensation arrangement of the Corporation within any one-year period shall not exceed 5% of the issued and outstanding common shares;
(i) issued to insiders and their associates under the Option Plan or any other proposed or established share compensation arrangement within any one-year period shall not exceed 5% of the issued and outstanding common shares and (ii) issuable to insiders and their associates at any time under the Option Plan or any other proposed or established share compensation arrangement shall not exceed 5% of the issued and outstanding common shares.

| Expiry of options | Options expire on the earliest to occur of:
→ the date on which the term of the options expires;
→ 365 days from the date of the optionee’s death or disability or, in the case of options granted to an eligible former employee(1) more than six (6) months prior to the date of death or disability, 60 months;
→ 36 months from the date of the optionee’s retirement or, in the case of options granted to an eligible former employee(1) more than six (6) months prior to the date of retirement, 60 months;
→ 30 days from the termination of the optionee’s employment or term of office without cause; and
→ the date on which of the optionee’s employment or term of office is terminated for cause by the Corporation or voluntarily by the optionee. |
| --- | --- |
| Transferability | No option is assignable or transferable except by will or by the laws of succession and, during the lifetime of the optionee, only he or she may exercise any option. |
| Change of control | In the event of a change of control, the Board of Directors may provide for substitution or replacement options or may take any of the following actions:
→ provide that any or all options shall terminate upon a change of control, provided that any such outstanding options that have vested shall remain exercisable until consummation of such change of control;
→ make any outstanding option exercisable in full. |
| Termination | In the event the optionee’s employment terminates without cause, vested options at the date of termination are exercisable for up to 30 days after the date of termination or until the option expiry date, whichever is earlier. Unvested options are cancelled on the date of termination.
In the event the optionee’s employment terminates for cause, options will be forfeited and cancelled on the date of termination. |
| Amendments | Shareholder approval is required to make the following amendments:
→ any change to the maximum number of common shares issuable from treasury under the Option Plan;
→ any amendment which reduces the exercise price of any option after the options have been granted, or any cancellation of an option and the substitution of that option by a new option with a reduced price, except in the case of an adjustment as provided under the Option Plan;
→ any amendment which extends the exercise period of any option beyond the original exercise period, except in case of an extension due to a black-out period;
→ any amendment which would permit any option granted under the Option Plan to be transferable or assignable by any optionee other than as allowed under the Option Plan;
→ any amendment which increases the maximum number of common shares that may be issued to (i) insiders and their associates, or (ii) any one insider and his/her associates under the Option Plan or any other proposed or established share compensation arrangement of the Corporation in a one-year period, except in case of an adjustment as provided under the Option Plan; or
→ any amendment to the amendment provisions of the Option Plan. |

(1) For the purpose of the Option Plan, "eligible former employee" means a participant who (i) is an officer or employee of the Corporation whose employment terminates during a period of active employment as a result of his or her death, disability or retirement, (ii) in the case of termination as a result of retirement, has provided a written notice of his or her retirement to the Corporation more than six (6) months prior to his or her retirement, (iii) is at least fifty-five (55) years of age, and (iv) has completed a minimum of twenty-five (25) years of active employment with the Corporation.

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Performance Share Unit Plan

All grants under the PSU Plan must comply with the terms of the PSU Plan and their corresponding grant agreement. The table below outlines the main terms and conditions of the PSU Plan.

Grants	Grants are typically awarded as a dollar amount. The number of PSUs granted is based on: → the dollar value of the award; and → the volume weighted average trading price of the common shares for the five-trading day period ending on the grant date and rounded down to the nearest unit. If the grant is made during a black-out period, the market value shall be the volume weighted average trading price of the common shares for the five-trading day period following the last day of such black-out period.
Dividend equivalents	Credited as additional PSUs at the same rate as dividends declared and paid on common shares.
Establishment of performance criteria	By the Board of Directors after evaluation and recommendation of the HRCC.
Performance period	The performance period spans the three (3) fiscal years that begin on the first day of the fiscal year in which the grants are made.
Vesting date	Cliff-vesting on a date following the end of the applicable 3-year performance period, as determined on the grant date.
Payout	Payouts vary from 0% to 200% of the number of PSUs granted depending on performance against the criteria set by the Board of Directors.
Rights of PSU holders	Each PSU entitles its holder, subject to the achievement of performance objectives, to receive one (1) common share of the Corporation or, at the sole discretion of the Board, a cash equivalent, or a combination of both, 30 days following vesting.
Dilution	None; PSUs are settled in cash or in common shares purchased on the open market.
Transferability	No PSU is assignable or transferable except by will or by the laws of succession.
Change of control	PSUs may become fully vested as of the date of the change of control, at the discretion of the Board of Directors. Otherwise, in the event of a change of control, unvested PSUs then outstanding will be replaced or substituted. If the participant's employment is terminated without cause within 12 months following a change of control, unvested PSUs are settled having regard to the pro rata achievement of performance criteria up to the termination date.
Death	All PSUs vest immediately at a vesting percentage of 100% and are settled by the 90th day following the holder's death.
Retirement/Disability	Unvested PSUs are settled on a pro rata basis based on active employment and paid after completion of the full performance period, except for PSUs of eligible former employees(1) which were granted more than six (6) months prior to the date of their disability or retirement for which no proration is made.
Termination without cause or resignation for good reason	If the termination date is during the 3rd year of the performance period, unvested PSUs are settled on a pro rata basis based on active employment and paid after completion of the full performance period. If the termination date is earlier, PSUs are forfeited and cancelled.
(1) For the purpose of the PSU Plan, "eligible former employee" means a participant who (i) is an executive officer or employee of the Corporation whose employment terminates during a period of active employment as a result of his or her disability or retirement, (ii) in the case of termination as a result of retirement, has provided a written notice of his or her retirement to the Corporation more than six (6) months prior to his or her retirement, (iii) is at least fifty-five (55) years of age, and (iv) has completed a minimum of twenty-five (25) years of active employment with the Corporation.

Executive Share Ownership Guidelines

The Corporation's Executive Share Ownership Guidelines applicable to NEOs were designed in order to encourage the alignment of their interests with those of shareholders and to ensure that NEOs are financially committed to the Corporation through personal equity ownership.

Under the Executive Share Ownership Guidelines currently in force, each NEO (other than the CEO) is required to accumulate, within five (5) years following his or her appointment or designation as NEO, common shares and/or unexercised vested options equal to two (2) times his or her annual base salary. The CEO is required to accumulate common shares and/or unexercised vested options equal to five (5) times his annual base salary. PSUs are not taken into account when calculating the minimum share ownership threshold.

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The following table sets forth the compliance by each NEO with the Executive Share Ownership Guidelines as at the end of Fiscal 2025. The Corporation values share ownership on the last trading day of the fiscal year and uses the base salary in effect as of that date to assess compliance.

NEO	Guideline	Equity Ownership as at the end of Fiscal 2025						Total Ownership as Multiple of Base Salary
		Common Shares (#)	Market Value of Common Shares^{(1)} ($)	Options (#)	Unexercised Vested Options (#)	Value of Vested In-the-Money Options^{(1)} ($)	Total Value of Equity Ownership^{(1)} Vested Only ($)
Neil Rossy CEO	5x	5,308,302	730,050,774	1,084,964	752,751	66,329,889	796,380,663	565.9x
Patrick Bui CFO	2x	—	—	26,104	3,510	158,922	158,922	0.3x^{(2)}
Johanne Choinière COO	2x	527,800	72,588,334	59,537	—	—	72,588,334	101.6x
Nicolas Hien CIO	2x	7	963	116,418	69,190	5,942,039	5,943,002	14.9x
Geoffrey Robillard SVP Import	2x	328,000	45,109,840	—	—	—	45,109,840	27.3x

(1) Based on the closing price of the common shares ($137.53) on January 31, 2025, being the last trading day of Fiscal 2025.
(2) Patrick Bui has until December 2028 to reach the required ownership threshold.

Compliance with the Executive Share Ownership Guidelines is reviewed annually by the NGC. All NEOs included in the above table satisfied the ownership threshold applicable under the Executive Share Ownership Guidelines as at the end of Fiscal 2025, except for Patrick Bui, who has until December 2028 to reach the required ownership threshold.

The Executive Share Ownership Guidelines also prohibit NEOs from entering into any transaction that would operate as a hedge against, or would offset a decrease in market value of, such officer's ownership position.

Executive Compensation Clawback Policy

The Board of Directors adopted an Executive Compensation Clawback Policy concerning performance-based incentive awards. Under the policy, which applies to all executive officers, the Board of Directors may, at its sole discretion, to the full extent permitted by applicable laws and to the extent it determines it is in the Corporation's best interest to do so, require reimbursement of all or a portion of any performance-based incentive compensation received by an executive officer or former executive officer after the date the policy was adopted, if:

the performance-based incentive compensation was based on the achievement of certain financial results that were subsequently restated;
the executive officer engaged in intentional misconduct or fraud that caused or partially caused the need for the restatement; and
the amount of performance-based incentive compensation that would have been awarded to the executive officer would have been lower had the financial results been properly reported.

Compensation Risk Management

In accordance with its mandate, the HRCC reviewed the Corporation's Executive Officer Compensation Policy for Fiscal 2025 to determine whether it created or incentivized any inappropriate or excessive risk-taking by executive officers.

Below is a list of elements identified by the HRCC in its risk assessment that support the committee's effective oversight and risk mitigation objectives.

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What we do

Maintain an HRCC composed of independent directors who have the necessary skills, knowledge and experience to carry out its responsibilities effectively.
Retain an independent compensation advisor.
Design an executive compensation program with a well-balanced mix of cash and equity, fixed and performance-based compensation, annual and long-term incentives.
Maintain a pay-for-performance philosophy in which a reasonable portion of the executive compensation is “at risk” and is based on performance against pre-defined metrics that reflect the Corporation’s business strategy and the creation of shareholder value (namely, in the case of the Corporation’s short-term incentive compensation program, EBITDA Growth, SSS Growth, Real Estate Growth and ESG Goals and, in the case of the Corporation’s long-term incentive awards, EPS).
Perform an annual review of executive compensation to ensure continued compliance with sound risk management and governance principles as well as relevance, effectiveness and alignment with the Corporation’s compensation objectives and shareholders’ interests.
Benchmark compensation and incentive plans against companies in the comparator group.
Set stretch targets for the annual and long-term incentive awards annually, within the Corporation’s risk profile and with sufficient incentive for executive officers to achieve corporate objectives.
Use a sliding scale to grant short-term incentive compensation (as opposed to an all-or-nothing proposition with a hard threshold).
Cap payouts at 200% under the Corporation’s PSU plan.
Maintain a five-year vesting period applicable to all options granted by the Corporation.
Maintain an Insider Trading Policy which prohibits insiders from trading the Corporation’s securities on material undisclosed information or during black-out periods and from engaging in short-selling, trading of puts or calls of common shares or any other type of equity monetization procedure. Insiders must also pre-clear transactions before carrying out a trade in the Corporation’s securities.
Maintain Executive Share Ownership Guidelines which require executive officers to hold and maintain a meaningful equity ownership in the Corporation.
Maintain an Executive Compensation Clawback Policy which allows the Corporation to recover compensation paid to executive officers on the basis of intentional misconduct or fraud that caused or partially caused the need to restate financial results.
Ensure compensation programs do not encourage inappropriate or excessive risk-taking.
Maintain a code of conduct and ethics for employees, executive officers and directors to ensure the protection of assets and to guide individuals in acting ethically and responsibly.

What we don't do

No payouts of incentive awards when performance is below threshold.
No guaranteed increases in compensation in executive employment agreements.
No re-pricing, backdating or exchanges of options or other long-term incentive awards.
No counting of PSUs or unvested options toward share ownership requirements.
No single-trigger change of control provisions in employment agreements.
No excessive severance payments to executive officers in case of termination.
No hedging of the Corporation’s securities.

For Fiscal 2025, annual incentive compensation was awarded based on the level of attainment of performance metrics established by the HRCC at the beginning of the fiscal year, namely the EBITDA

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Growth Target, the SSS Growth Target, the Real Estate Growth Target and the ESG Initiatives. Except in very exceptional circumstances, neither the HRCC nor the Board of Directors will exercise discretion, either to award compensation absent attainment of the relevant performance targets (including by completing a careful assessment of the calculation of each applicable performance metric in light of the exceptional circumstances) or to reduce or increase the size of any award or payout.

If warranted, the Board of Directors, upon recommendation of the HRCC, may use its discretion to apply financial consequences to an executive in the event of a material departure from expected standards applicable to this individual, such as a serious breach of the Corporation's policies, including policies aimed at monitoring and mitigating, directly or indirectly, risks associated with ESG factors.

Following its annual risk evaluation, the HRCC concluded that the Executive Officer Compensation Policy is designed and administered with the appropriate balance of risk and reward, does not encourage executive officers to take inappropriate or excessive risks, does not create risks that are reasonably likely to have a material adverse effect on the Corporation and ultimately contributes to align the interests of executive officers, the Corporation and its shareholders.

SUMMARY COMPENSATION TABLE

The following table sets out information concerning the compensation paid by the Corporation to NEOs for Fiscal 2025, Fiscal 2024 and Fiscal 2023.

Name and Principal Position	Fiscal Year	Base Salary ($)	Share-Based Awards(1) ($)	Non-Equity Incentive Plan Compensation				Total Compensation ($)
				Option-Based Awards(2) ($)	Annual Incentive Plan(3) ($)	Pension Value ($)	All Other Compensation(4) ($)
Neil Rossy	2025	1,407,404	2,498,063	2,498,141	3,681,768	20,391	—	10,105,767
CEO	2024	1,362,443	2,418,274	2,418,329	5,211,344	13,337	—	11,423,727
	2023	1,316,370	2,336,554	2,336,546	4,620,459	18,000	—	10,627,929
Patrick Bui	2025	500,000	312,495	312,478	654,000	17,687	—	1,796,660
CFO	2024	57,534(5)	—	500,000(6)	110,034(7)	1,442	500,000(8)	1,169,010
	2023	—	—	—	—	—	—	—
Johanne Choinière	2025	714,546	446,517	446,579	934,626	18,350	—	2,560,618
COO	2024	691,719	432,312	432,320	1,322,914	14,540	—	2,893,805
	2023	668,328	417,650	417,688	1,172,916	16,715	—	2,693,297
Nicolas Hien	2025	593,975(9)	430,546	430,616	738,109(10)	17,481	—	2,210,727(9)(10)
CIO	2024	523,532(11)	378,558	378,550	956,265(12)	15,266	—	2,252,171(11)(12)
	2023	461,700(13)	323,052	323,098	632,362(14)	16,004	—	1,756,216(13)(14)
Geoffrey Robillard	2025	1,655,052	—	—	500,000	21,121	—	2,176,173
SVP Import	2024	1,602,180	—	—	500,000	12,907	—	2,115,087
	2023	1,548,000	—	—	500,000	18,459	—	2,066,459

(1) Amounts included in this column correspond to the fair value of PSU awards on the grant date. For purposes of calculating the fair value of the PSU awards on the grant date, a 100% payout was assumed, which is consistent with the valuation method used for accounting purposes. For Fiscal 2023, the fair value equals the aggregate number of PSUs granted on March 29, 2022, multiplied by the volume weighted average trading price of the common shares of the Corporation on the TSX for the five-trading day period following the last day of the black-out period ($73.7898). For Fiscal 2024, the fair value equals the aggregate number of PSUs granted on March 28, 2023, multiplied by the volume weighted average trading price of the common shares of the Corporation on the TSX for the five-trading day period following the last day of the black-out period ($81.4453). For Fiscal 2025, the fair value equals the aggregate number of PSUs granted on April 3, 2024, multiplied by the volume weighted average trading price of the common shares of the Corporation on the TSX for the five-trading day period following the last day of the black-out period ($111.6852). The value of share-based awards is slightly lower than the value of option-based awards because only whole PSUs are awarded as per the terms of the PSU Plan.

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(2) The value indicated in the table above reflects the estimated fair value of the options on their respective date of grant. It does not represent cash received by the optionees, and the actual value realized upon the future vesting and exercise of such options may be greater or less than the grant date fair value indicated in the table above. The grant date fair value of the options was estimated using the Black-Scholes option pricing model with the following assumptions:

Assumptions	Fiscal 2025 Grant	Dec. 22, 2023 Grant “Bui Options”	Fiscal 2024 Grant	Fiscal 2023 Grant
Risk-free interest rate	3.6%	3.2%	2.9%	2.4%
Expected life	6.1 years	6.1 years	6.1 years	6.1 years
Expected volatility	25.7%	25.3%	26.3%	25.7%
Dividend yield	0.3%	0.3%	0.3%	0.3%
Grant Date Fair Value (per option)	$35.68	$28.51	$25.41	$21.72

The Black-Scholes model is used to estimate option fair values because it is the most commonly used share-based award pricing model and is considered to produce a reasonable estimate of fair value. There is no difference between the fair value of the award on the date of grant and the fair value determined in accordance with IFRS 2, Share-based Payment calculated by use of the Black-Scholes option pricing model.

(3) This column lists the Bonus awarded to each NEO for the services rendered in the reporting fiscal year, which Bonus was paid in the fiscal year following the reporting fiscal year.

(4) For Fiscal 2025, Fiscal 2024 and Fiscal 2023, none of the NEOs (except for Patrick Bui) were entitled to perquisites or other personal benefits which, in the aggregate, represented over $50,000 or over 10% of their total salary. Refer to footnote 8, for additional details regarding the amount included in "All Other Compensation" for Mr. Bui in Fiscal 2024.

(5) Represents the base salary effectively received by Patrick Bui between December 18, 2023, the effective date of his appointment as CFO of the Corporation, and the end of Fiscal 2024. His annualized base salary for Fiscal 2024 is $500,000. Patrick Bui was not employed by the Corporation during Fiscal 2023 and therefore did not receive any compensation from the Corporation that year.

(6) On December 22, 2023, in connection with his appointment and employment with the Corporation as CFO effective December 18, 2023, 17,550 options having an exercise price of $92.2531 per option were granted to Patrick Bui (the "Bui Options"). The Bui Options have a term of 10 years from the date of the grant and vest and become exercisable in equal instalments on the first, second, third, fourth and fifth anniversaries of the date of the grant. The other terms and conditions relating to the exercise of the Bui Options are governed by the provisions of the Option Plan. As at April 15, 2025, the common shares relating to the Bui Options represented less than 0.01% of the aggregate number of issued and outstanding common shares, on a non-diluted basis.

(7) Represents the annual bonus effectively received by Patrick Bui, prorated based on his hire date of December 18, 2023.

(8) Represents the signing and retention bonus paid to Patrick Bui in connection with the signing of his employment agreement with the Corporation. Should Mr. Bui terminate his employment before the end of twenty-four (24) months following his start date, this bonus must be reimbursed in full.

(9) Includes an amount of US$143,260 ($196,012) received by Nicolas Hien as base salary for his role as Executive Vice-President of Dollarcity, which amount was paid by Dollarcity in U.S. dollars and converted into Canadian dollars using the exchange rate of 1.3682.

(10) Includes an amount of US$159,019 ($217,570) received by Nicolas Hien as annual bonus for his role as Executive Vice-President of Dollarcity, representing approximately 111% of his base salary for this role, which amount was paid by Dollarcity in U.S. dollars and converted into Canadian dollars using the exchange rate of 1.3682.

(11) Includes an amount of US$133,900 ($171,392) received by Nicolas Hien as base salary for his role as Executive Vice-President of Dollarcity, which amount was paid by Dollarcity in U.S. dollars and converted into Canadian dollars using the exchange rate of 1.28.

(12) Includes an amount of US$220,935 ($282,797) received by Nicolas Hien as annual bonus for his role as Executive Vice-President of Dollarcity, representing approximately 165% of his base salary for this role, which amount was paid by Dollarcity in U.S. dollars and converted into Canadian dollars using the exchange rate of 1.28.

(13) Includes an amount of US$117,000 ($152,100) received by Nicolas Hien as base salary for his role as Executive Vice-President of Dollarcity, which amount was paid by Dollarcity in U.S. dollars and converted into Canadian dollars using the exchange rate of 1.30.

(14) Includes an amount of US$124,200 ($161,460) received by Nicolas Hien as annual bonus for his role as Executive Vice-President of Dollarcity, representing approximately 115% of his base salary for this role, which amount was paid by Dollarcity in U.S. dollars and converted into Canadian dollars using the exchange rate of 1.30.

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INCENTIVE PLAN AWARDS

Outstanding Option-Based Awards and Share-Based Awards

The following table summarizes for each NEO the number of options outstanding under the Option Plan and the number of PSUs outstanding under the PSU Plan at the end of Fiscal 2025.

Name	Award Date	Option-Based Awards				Share-Based Awards
		Number of Securities Underlying Unexercised Options(1) (#)	Option Exercise Price(1) ($)	Option Expiration Date	Value of Unexercised In-the-Money Options(2) ($)	Number of Shares or Units of Shares that have not Vested(3) (#)	Market or Payout Value of Share-Based Awards that have not Vested(4)(5) ($)	Market or Payout Value of Vested Share-Based Awards not Paid out or Distributed ($)
N. Rossy CEO	Mar. 28, 2018	180,000	51.2533	Mar. 28, 2028	15,529,800	—	—	—
	Mar. 27, 2019	180,000	38.1706	Mar. 27, 2029	17,884,692	—	—	—
	Jun. 9, 2020	300,000	46.7994	Jun. 9, 2030	27,219,180	—	—	—
	Mar. 30, 2021	150,000	56.5025	Mar. 30, 2031	12,154,125	—	—	—
	Mar. 29, 2022	107,181	73.7898	Mar. 29, 2032	6,831,738	31,945	8,786,656(5)	—
	Mar. 28, 2023	99,397	81.4453	Mar. 28, 2033	5,574,651	29,848	4,104,995(4)	—
	Apr. 3, 2024	68,386	111.6852	Apr. 3, 2034	1,767,422	22,414	3,082,597(4)	—
P. Bui CFO	Dec. 22, 2023	17,550(6)	92.2531	Dec. 22, 2033	794,610	—	—	—
	Apr. 3, 2024	8,554	111.6852	Apr. 3, 2034	221,076	2,803	385,497(4)	—
J. Choinière COO	Jun. 9, 2020	10,800	46.7994	Jun. 9, 2030	979,890	—	—	—
	Mar. 30, 2021	10,800	56.5025	Mar. 30, 2031	875,097	—	—	—
	Mar. 29, 2022	11,496	73.7898	Mar. 29, 2032	732,757	5,710	1,570,582(5)	—
	Mar. 28, 2023	14,216	81.4453	Mar. 28, 2033	797,300	5,335	733,723(4)	—
	Apr. 3, 2024	12,225	111.6852	Apr. 3, 2034	315,953	4,006	550,945(4)	—
N. Hien CIO	Mar. 28, 2018	12,000	51.2533	Mar. 28, 2028	1,035,320	—	—	—
	Mar. 27, 2019	12,000	38.1706	Mar. 27, 2029	1,192,313	—	—	—
	Jun. 9, 2020	30,000	46.7994	Jun. 9, 2030	2,721,918	—	—	—
	Mar. 30, 2021	20,250	56.5025	Mar. 30, 2031	1,640,807	—	—	—
	Mar. 29, 2022	14,821	73.7898	Mar. 29, 2032	944,694	4,417	1,214,842(5)	—
	Mar. 28, 2023	15,559	81.4453	Mar. 28, 2033	872,622	4,672	642,540(4)	—
	Apr. 3, 2024	11,788	111.6852	Apr. 3, 2034	304,659	3,863	531,278(4)	—
G. Robillard SVP Import	—	—	—	—	—	—	—	—

(1) Numbers of options and option exercise prices reflect the 2018 share split.
(2) Based on the closing price of the common shares ($137.53) on January 31, 2025, being the last trading day of Fiscal 2025.
(3) Including PSU dividend equivalents credited to NEOs' accounts during Fiscal 2023, Fiscal 2024 and Fiscal 2025.
(4) This value corresponds to a 100% payout, being 100% of the aggregate number of PSUs granted on the award date (plus dividend equivalents) multiplied by the closing price of the common shares ($137.53) on January 31, 2025, being the last trading day of Fiscal 2025. This value has not been, and may never be, realized. The actual gain, if any, will depend on the attainment of the PSU performance criteria and the value of the common shares of the Corporation on the date on which the vested PSUs are settled. See "Compensation Discussion and Analysis – Additional Information on Long-Term Incentive Plans".
(5) On April 2, 2025, the HRCC confirmed that the performance achieved at the end of the performance period for the Fiscal 2023 PSUs corresponded to a payout of 200%. As such, this value reflects the applicable 200% payout, being 200% of the aggregate number of PSUs granted on the award date (plus dividend equivalents) multiplied by the closing price of the common shares ($137.53) on January 31, 2025, being the last trading day of Fiscal 2025. The actual gain will depend on the value of the common shares of the Corporation on the date on which the Fiscal 2023 PSUs are settled in Fiscal 2026. See "Compensation Discussion and Analysis – Fiscal 2022 PSUs".
(6) Represents the Bui Options. As at April 15, 2025, the common shares relating to the Bui Options represented less than 0.01% of the aggregate number of issued and outstanding common shares, on a non-diluted basis.

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Incentive Plan Awards – Value Vested or Earned During the Fiscal Year

The following table provides a summary of the value of option-based and share-based awards vested and of non-equity incentive plan compensation earned during Fiscal 2025.

Name	Option-Based Awards – Value Vested During Fiscal 2025^{(1)} ($)	Share-Based Awards – Value Vested During Fiscal 2025^{(2)} ($)	Non-Equity Incentive Plan Compensation – Value Earned During Fiscal 2025 ($)
Neil Rossy
CEO	9,408,255	8,089,035	3,681,768
Patrick Bui
CFO	168,013	—	654,000
Johanne Choinière
COO	1,979,397	1,455,926	934,626
Nicolas Hien
CIO	956,877	1,091,870	520,536^{(3)}
Geoffrey Robillard
SVP Import	—	—	500,000

(1) This value corresponds to the difference between the market price of the common shares on the date of vesting and the exercise price payable in order to exercise the options.
(2) This value corresponds to the number of PSU vested, multiplied by the applicable payout percentage (being 200%), multiplied by the opening price of the common shares on the date of vesting, being $98.66 on January 29, 2024.
(3) Nicolas Hien is also eligible to an annual bonus in his role as Executive Vice-President of Dollarchy, which bonus payout amounted to US$159,019 ($217,570), representing approximately 111% of his base salary for this role, which amount was paid by Dollarchy in U.S. dollars and converted into Canadian dollars using the exchange rate of 1.3682.

TERMINATION AND CHANGE OF CONTROL BENEFITS

All NEOs entered into an executive employment agreement with Dollarama L.P., the entity that operates the Dollarama business. These agreements provide for, among other things, the continuation of the executives' employment for an indeterminate term in accordance with applicable law.

The table below shows how each compensation component is treated if the employment of an NEO is terminated.

	Resignation	Retirement	Termination for Cause	Termination Without Cause or Constructive Termination
Base Salary	No continuing entitlement	No continuing entitlement	No continuing entitlement	For the CEO, COO and CIO, 24-month base salary in lieu of notice, payable by way of salary continuance or in a lump sum payment, at the sole discretion of the employer, or 24-month notice of termination (for termination without cause only).
For the CFO, until the 3^{rd} anniversary of his appointment, 12-month base salary in lieu of notice, payable by way of salary continuance or in a lump sum payment, at the sole discretion of the employer, or 12-month notice of termination (for termination without cause only).
Not applicable for the SVP Import.
Annual Bonus	Forfeited	Pro-rated for the time worked in the fiscal year to the retirement date and calculated based on the annual bonus formula once the actual metrics become known.	Forfeited	Pro-rated for the time worked in the fiscal year and calculated based on the annual bonus formula once the actual metrics become known.
Payment is conditional upon fulfillment of the remainder of contractual obligations towards the employer and execution of a release of any and all claims related to employment or termination thereof.

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	Resignation	Retirement	Termination for Cause	Termination Without Cause or Constructive Termination
Options	Unvested options are forfeited and cancelled	If not an eligible former employee - Vested options at the date of retirement are exercisable for up to 36 months after the date of retirement or until the option expiry date, whichever is earlier. Unvested options are cancelled on the date of retirement. If an eligible former employee - Unvested options granted more than six (6) months prior to the date of retirement continue to vest for up to 60 months after the date of retirement or until the option expiry date, whichever is earlier. Unvested options granted less than six (6) months prior to the date of retirement are cancelled on the date of retirement.	Forfeited and cancelled on the date of termination	Vested options at the date of termination are exercisable for up to 30 days after the date of termination or until the option expiry date, whichever is earlier. Unvested options are cancelled on the date of termination.
PSUs	Unvested PSUs are forfeited and cancelled	If not an eligible former employee - Unvested PSUs are settled on a pro rata basis based on active employment and paid after completion of the full performance period. If an eligible former employee - PSUs which were granted more than six (6) months prior to the date of retirement continue to vest until the completion of the performance period and are settled without pro rata adjustment. Unvested PSUs granted less than six (6) months prior to the date of retirement are settled on a pro rata basis based on active employment and paid after completion of the full performance period.	Forfeited and cancelled on the date of termination	If the termination date is during the 3rd year of the performance period, unvested PSUs are settled on a pro rata basis based on active employment and paid after completion of the full performance period. If the termination date is earlier, PSUs are forfeited and cancelled
Pension	No additional value	No additional value	No additional value	No additional value
Other	n/a	n/a	n/a	In the event that the employment of the SVP Import is terminated without cause, or in the event of constructive termination, he is entitled to an indemnity in the amount of $1,000,000, payable over a period of three years in equal quarterly instalments. In consideration of the non-competition covenant undertaken by the SVP Import, in the event his employment is terminated without cause or in the event of his constructive termination, he is entitled to an additional aggregate amount of $2,000,000, payable over a period of three years in equal quarterly instalments.

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All NEOs are subject to provisions of confidentiality, non-competition and non-solicitation clauses in accordance with the Option Plan, the PSU Plan, the Code of Conduct as well as in accordance with their employment agreements. More specifically, the employment agreements of the CEO, CFO, COO and CIO also provide for certain restrictive covenants that continue to apply following the termination of the executive's employment, including an obligation of non-disclosure of confidential information, assignment of intellectual property rights, and non-competition, non-solicitation of suppliers and non-solicitation of employees covenants effective for a period of 24 months or 12 months, as applicable, following the executive's termination of employment. The employment agreement of the SVP Import contains similar obligations of non-disclosure of confidential information and assignment of intellectual property rights and provides that the non-competition, non-solicitation of suppliers and non-solicitation of employee restrictions shall continue to apply for a period of three years following the termination of his employment.

None of the employment agreements in place with the Corporation's NEOs provide for any payments triggered by a change of control. In the event of a change of control, no additional benefits would be conferred upon a NEO than would be otherwise provided under a standard severance arrangement. In order for a NEO to receive any form of payout following a change of control, there must be a "double trigger" at play, namely the NEO must be terminated without cause or constructively terminated following the change of control. Moreover, any payout would be determined on a case-by-case basis, taking into account the unique circumstances being addressed. Under the terms of the Corporation's Option Plan and the PSU Plan, the Board of Directors may take a number of actions with respect to outstanding equity awards in connection with a change of control, including the acceleration of the unvested portion of equity awards or the cancellation of outstanding awards in exchange for substitute awards.

The table below shows the estimated incremental amounts that would have been paid to each NEO assuming that his or her employment had been terminated on the last day of Fiscal 2025.

	Resignation	Retirement	Termination for Cause	Termination Without Cause or Constructive Termination
Neil Rossy
CEO
Base Salary	No continuing entitlement	No continuing entitlement	No continuing entitlement	$2,814,808
Annual Bonus	Nil	Nil^{(1)}	Nil	Nil^{(1)}
Options	Nil^{(2)}	Continued vesting for up to 60 months^{(3)}	Nil	Nil^{(2)}
PSUs	Nil	100% of entitlement after completion of full performance period^{(3)(4)}	Nil	Nil
Other	Nil	Nil	Nil	Nil
Patrick Bui
CFO
Base Salary	No continuing entitlement	No continuing entitlement	No continuing entitlement	$500,000
Annual Bonus	Nil	Nil^{(1)}	Nil	Nil^{(1)}
Options	Nil^{(2)}	Nil^{(2)}	Nil	Nil^{(2)}
PSUs	Nil	Proportional entitlement after completion of full performance period^{(4)}	Nil	Nil
Other	Nil	Nil	Nil	Nil
Johanne Choinière
COO
Base Salary	No continuing entitlement	No continuing entitlement	No continuing entitlement	$1,429,092
Annual Bonus	Nil	Nil^{(1)}	Nil	Nil^{(1)}
Options	Nil^{(2)}	Nil^{(2)}	Nil	Nil^{(2)}
PSUs	Nil	Proportional entitlement after completion of full performance period^{(4)}	Nil	Nil
Other	Nil	Nil	Nil	Nil

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	Resignation	Retirement	Termination for Cause	Termination Without Cause or Constructive Termination
Nicolas Hien CIO
Base Salary	No continuing entitlement	No continuing entitlement	No continuing entitlement	$795,926
Annual Bonus	Nil	Nil(1)	Nil	Nil(1)
Options	Nil(2)	Nil(2)	Nil	Nil(2)
PSUs	Nil	Proportional entitlement after completion of full performance period(4)	Nil	Nil
Other	Nil	Nil	Nil	Nil
Geoffrey Robillard SVP Import
Base Salary	No continuing entitlement	No continuing entitlement	No continuing entitlement	No continuing entitlement
Annual Bonus	Nil	Nil(1)	Nil	Nil(1)
Options	Nil(2)	Nil(2)	Nil	Nil(2)
PSUs	Nil	Nil(5)	Nil	Nil
Other	Nil	Nil	Nil	$3,000,000

(1) Despite a termination as at the end of Fiscal 2025 as a result of retirement or termination without cause or constructive termination, all NEOs would still be eligible to receive the annual bonus earned for Fiscal 2025, payable in April 2025, which amount is set out in the "Summary Compensation Table".
(2) Options vested as at the end of Fiscal 2025 would have remained exercisable if the employment were terminated as a result of resignation, retirement or termination without cause or construction termination, as explained in the table beginning on page 45, and would have represented the following amounts: $158,922 for Patrick Bui, $0 for Johanne Choinière, and $5,942,039 for Nicolas Hien. See the table on page 46 for a description of the treatment of each NEO's options upon resignation, retirement, termination for cause, termination without cause or constructive termination, and refer to "Incentive Plan Awards – Outstanding Option-Based Awards and Share-Based Awards" for additional details regarding options held by each NEO.
(3) This treatment assumes that the NEO qualifies as an eligible former employee under the Option Plan and the PSU Plan.
(4) Refer to "Incentive Plan Awards - Outstanding Option-Based Awards and Share-Based Awards", footnotes 4 and 5, for additional detail on the estimated value of PSUs.
(5) Geoffrey Robillard does not hold any PSUs.

The actual amounts to be paid out under any of the scenarios can only be determined at the time of the NEO's actual separation from the Corporation, and the HRCC has the discretion to recommend to the Board of Directors the payment of additional benefits to executives upon termination if it determines the circumstances so warrant.

PENSION BENEFITS

The NEOs participate in the pension plan of the Corporation, a registered defined contribution plan (the "Pension Plan"). The maximum contribution rate under the Pension Plan for all eligible employees, including NEOs, is 5% of base earnings, and the Corporation matches contributions on a dollar-for-dollar basis, up to the registered retirement savings plan's deduction limit established by the Canada Revenue Agency. All NEOs chose the maximum contribution rate for Fiscal 2025.

Dollarama Inc. - 2025 Management Proxy Circular

The table below provides a summary of benefits payable to the NEOs at, following or in connection with retirement pursuant to the Pension Plan as at the end of Fiscal 2025.

Name	Accumulated Value at Start of Fiscal 2025 ($)	Compensatory ($)	Accumulated Value at End of Fiscal 2025^{(1)} ($)
Neil Rossy
CEO	398,793	20,391	522,374
Patrick Bui
CFO	2,953	17,687	44,424
Johanne Choinière
COO	294,586	18,350	399,195
Nicolas Hien
CIO	329,451	17,481	447,135
Geoffrey Robillard
SVP Import	339,660	21,121	436,466

(1) Includes both compensatory and non-compensatory amounts (the latter representing employee contributions and regular investment earnings on employer and employee contributions, as applicable).

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides a summary, as at the end of Fiscal 2025, of the security-based compensation plans or individual compensation arrangements pursuant to which equity securities of the Corporation may be issued.

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options	Weighted-Average Exercise Price of Outstanding Options	Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in the first column)
Equity Compensation Plans Approved by Securityholders:
Option Plan	1,758,733	$60.01	15,605,998
Individual Compensation Arrangements not Approved by Securityholders:
“Bui Options”(1)	17,550	$92.25	N/A
Total	1,776,283

(1) On December 22, 2023, the Bui Options were granted to Patrick Bui as an inducement award in connection with his appointment and employment with the Corporation as CFO effective December 18, 2023. The Bui Options have a term of 10 years from the date of the grant and vest and become exercisable in equal instalments on the first, second, third, fourth and fifth anniversaries of the date of the grant. The other terms and conditions relating to the exercise of the Bui Options are governed by the provisions of the Option Plan.

A maximum of 43,615,158 common shares may be issued under the Option Plan. As at April 15, 2025, an aggregate of 28,049,881 shares had been issued under the Option Plan, options for an aggregate of 1,859,759 shares remained outstanding, representing 0.7% of issued and outstanding common shares on a non-diluted basis, and options for an aggregate of 13,705,518 shares remained issuable under the Option Plan, representing 4.9% of issued and outstanding common shares on a non-diluted basis. As of such date, options for an aggregate of 17,550 shares (being the Bui Options) remained outstanding, representing less than 0.01% of issued and outstanding common shares on a non-diluted basis.

The table below provides the number of options granted each year under the Option Plan for Fiscal 2025 and for the two preceding fiscal years expressed as a percentage of the weighted average number of outstanding common shares for the applicable fiscal year (burn rates).

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Fiscal Year	Number of Options Granted(1)	Weighted Average Number of Outstanding Common Shares	Options Burn Rate(1)
2025	166,670	279,824,856	0.0596%
2024	264,885(2)	283,074,166	0.0936%
2023	252,435	289,412,183	0.0872%

(1) The burn rate is calculated by dividing the number of options granted during the applicable fiscal year by the weighted average number of common shares outstanding for the applicable fiscal year.
(2) This number includes the Bui Options.

Since outstanding DSUs are not redeemable for common shares issuable from treasury but rather for cash or for common shares purchased on the open market, the burn rate for outstanding DSUs was nil for each of the last three completed fiscal years. The same applies to outstanding PSUs for the last three completed fiscal years.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors, executive officers, employees, former directors, former executive officers or former employees of the Corporation or any of its subsidiaries, and none of their associates, is or has, at any time since the beginning of the most recently completed fiscal year, been indebted to the Corporation or any of its subsidiaries or another entity, where the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar agreement or understanding provided by the Corporation or any of its subsidiaries, except for routine indebtedness.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Any transaction between the Corporation, on the one hand, and a related party, such as directors, officers, holders of 10% or more of the voting securities and their affiliates and associates, the immediate family members of any of the foregoing persons and any other persons whom the Board of Directors determines may be considered a related party, on the other hand, is reviewed and approved by the Board of Directors. Prior to any such review and approval, the material facts as to the related party's relationship or interest in the transaction are disclosed to the Audit Committee, which then makes a recommendation to the Board of Directors, and the transaction is not considered approved unless a majority of the directors who have no interest in the transaction approve the transaction. Independent valuations or other advice is provided to the Audit Committee and the Board of Directors, as appropriate. Moreover, the renewal of any related-party lease is submitted to the Audit Committee for review and approval.

As at the end of Fiscal 2025, the Corporation leased 19 stores, five warehouses and its head office from entities related to the Corporation's Chief Executive Officer pursuant to long-term lease agreements. In the case of the five warehouses and the head office, which are the most important among such related party leases, the leases were renewed on April 3, 2024. With respect to each lease entered into with entities related to the Corporation's Chief Executive Officer, the Corporation negotiated a long-term extension and updated terms which, following the review and the recommendation of the Audit Committee, were approved by the members of the Board who had no interest in the transaction. Such terms are considered to be no less favourable to the Corporation than those that could have been obtained from third parties based on, among other factors, a review completed with the assistance of counsel as well as rental rate comparison studies prepared by an independent third party.

As at the end of Fiscal 2025, the outstanding balance of lease liabilities owed to entities related to the Corporation's Chief Executive Officer totalled $271.8 million, compared to $14.9 million in the previous fiscal year. Rental expenses charged by entities related to the Corporation's Chief Executive Officer but not included in lease liabilities totalled $9.5 million for Fiscal 2025, compared to $8.8 million in the previous fiscal year. These transactions were measured at cost, which equals fair value, being the amount of consideration established at market terms.

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CORPORATE GOVERNANCE

BOARD OF DIRECTORS

Board of Directors Size

The Board of Directors is currently comprised of ten directors, all of which are standing for re-election at the Meeting. See "Nominees for Election to the Board of Directors – Description of Proposed Director Nominees". The Board of Directors is of the view that its size and its composition are adequate and allow for efficient functioning of the board as a decision-making body.

Independence

As at April 15, 2025, eight out of ten directors are considered independent. Pursuant to National Instrument 52-110 – Audit Committees, as amended from time to time ("NI 52-110"), an independent director is one who is free from any direct or indirect relationship which could, in the view of the Board of Directors, be reasonably expected to interfere with the exercise of a director's independent judgment. The independence of directors is determined by the Board of Directors based on a questionnaire completed by each director annually, one-on-one meetings between the Chair of the NGC and each director aimed at assessing their independence, as well as other factual circumstances deemed relevant by the Board of Directors and reviewed on an ongoing basis.

The following table indicates the status of directors in terms of independence as at the date of this Circular.

Name	Status		Comments
	Independent	Not Independent
Joshua Bekenstein
Member of the HRCC	☑		Mr. Bekenstein is considered independent. The Board of Directors does not believe that his long tenure impairs his ability to act independently of management.
Gregory David		☑	Mr. David is not considered independent due to his relationship with the CEO. He is Chief Executive Officer of GRI Capital Inc., a holding company related to the Corporation's CEO.
Elisa Garcia
Member of the HRCC
Member of the NGC	☑
Stephen Gunn
Chairman of the Board of Directors
Chair of the NGC
Member of the HRCC	☑
Kristin Mugford
Chair of the HRCC
Member of the Audit Committee	☑
Nicholas Nomicos
Member of the Audit Committee	☑		Mr. Nomicos is considered independent. The Board of Directors does not believe that his long tenure impairs his ability to act independently of management.
Neil Rossy
President and Chief Executive Officer		☑	Mr. Rossy is not independent as he is the CEO of the Corporation.
Samira Sakhia
Member of the Audit Committee	☑
Thecla Sweeney
Member of the Audit Committee
Member of the NGC	☑
Huw Thomas
Chair of the Audit Committee
Member of the NGC	☑

In addition to the independent chairmanship, the Corporation has implemented adequate structures and processes which permit the Board of Directors to function independently of the management of the Corporation. The Board of Directors maintains the exercise of independent supervision over management by encouraging open and candid discussion from independent directors.

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Any independent director may, at any time, call a meeting or request an in camera portion of a board or committee meeting at which non-independent directors and members of management are not present. An in camera session is scheduled as part of every meeting of the Board of Directors and its committees to allow independent directors to meet without non-independent directors and members of management, as necessary. For Fiscal 2025, the Board of Directors held five (5) in camera sessions, the Audit Committee held four (4) in camera sessions, the HRCC held three (3) in camera sessions, and the NGC held one (1) in camera session.

Furthermore, all members of the committees of the Board of Directors are independent within the meaning of applicable Canadian securities laws. Each committee is chaired by an independent chair.

Director Tenure, Term Limits and Other Mechanisms for Board Renewal

The average tenure of the Corporation's directors is 13.7 years, and the average tenure of non-executive directors is 12.9 years.

The Corporation does not have a retirement policy for directors. The NGC considered whether to propose the adoption of term limits for directors or other mechanisms for board renewal and determined not to do so. The Board of Directors fully endorses the recommendation because it believes that imposing a term limit or an arbitrary retirement age would discount the value of experience and continuity of board service, and may have the unfortunate effect of forcing the retirement of a director who has gained extensive knowledge of the Corporation's business and affairs and who is making a valuable contribution to the Board of Directors and relevant committees he or she serves on.

Furthermore, the Board of Directors believes that a director may act independently from management even if he or she has been on the Board of Directors for several years, and supports its position in that regard based on the contributions made by longer-serving directors which demonstrate that they preserve their independence of thought and continue to effectively fulfill their oversight role.

In order to ensure that the Board of Directors, as a whole, is functioning efficiently, the preferred approach is to assess the skills and experience of directors in relation to the needs of the Corporation as captured in the director skills matrix, to consider results of director evaluations, both formal and informal, and to be cognizant of the ongoing contribution of each director.

At the same time, the Board of Directors acknowledges that there is value in refreshing board membership from time to time to encourage diversity and to make available to the Board of Directors new perspectives and viewpoints, as well as complementary experience and skills. The NGC annually reviews the size, composition and effectiveness of the Board of Directors to create a healthy balance between longer-serving directors who bring invaluable experience and institutional knowledge to the Board of Directors, together with a deep understanding of the Corporation's business, and who ensure stability, and newer directors who bring new competencies and expertise, diverse backgrounds and fresh ideas to the Board of Directors. In this context, the NGC believes that the benefits far outweigh any perceived risk associated with longer tenure. When deemed appropriate, the NGC makes recommendations to the Board of Directors on whether to nominate a director for re-election or increase the size of the board to achieve the above-mentioned objectives.

Since its initial public offering in 2009, the Corporation has nominated a total of seven (7) new independent directors to the Board of Directors. The Corporation's success in recruiting highly qualified independent directors and refreshing its composition in recent years demonstrates the effectiveness of its Board renewal process.

The Board of Directors does not believe that average tenure is too lengthy or excessive and believes that a director's tenure must be considered in the context of the tenure of other directors and the Board of Directors as a whole. The Board of Directors and the NGC have taken note of the voting results for the election of directors held at last year's annual meeting and noted that despite some of the Corporation's longer-tenured directors receiving relatively lower support compared to shorter-tenured directors, Messrs. Bekenstein,

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David and Nomicos received higher overall support compared to the previous year. The Board of Directors has also taken note of the decrease in support for Mr. Gunn.

While the Corporation cannot determine with certainty the reasons for each shareholder vote, discussions with shareholders have indicated that the voting results with respect to the re-election of Mr. Gunn may have reflected the voting policies and guidelines of a limited number of institutional shareholders, most importantly with respect to director tenure and the impact on perceived independence. In addition, the voting results for Mr. Gunn, who is Chairman of the Board of Directors and Chair of the NGC, may have also reflected that the voting policies and guidelines of certain institutional shareholders trigger an automatic vote against board and/or committee chairs under certain circumstances.

The Board of Directors believes that the proposed nominees collectively bring the right balance and mix of skills, perspectives and experience and that the Board of Directors, as a group, is well-versed in the areas critical to the Corporation's future success.

Directorship of Other Reporting Issuers

Some members of the Board of Directors are also members of the boards of other public companies. See "Nominees for Election to the Board of Directors – Description of Proposed Director Nominees".

The Board of Directors did not adopt a director interlock policy but is keeping informed of other public directorships held by its members to ensure that directors (i) maintain their independence and avoid potential conflicts of interest, and (ii) are able to devote the requisite time and attention to the Corporation's affairs.

As at the date of this Circular, Joshua Bekenstein and Nicholas Nomicos serve together on one other public company board, BRP Inc.

Skills

Each director has a wealth of experience in senior executive leadership and strategic planning and, collectively, directors possess the skills and expertise that enable the Board of Directors to carry out its responsibilities.

The skills matrix set out below is used to assess the overall strengths of directors and to assist in the ongoing renewal process of the Board of Directors. It is comprised of four (4) industry-specific expertise, seven (7) general business competencies and six (6) ESG-related skills, all determined by the Board of Directors as being important to the Corporation. Although directors have a breadth of experience in many areas, the skills matrix below highlights top competencies for each director. This matrix is not intended to be an exhaustive list of directors' skills.

TOP SKILLS	J. Bekenstein	G. David	E. Garcia	S. Gunn (1)	K. Mugford (1)	N. Nomicos (1)	N. Rossy	S. Sakhia (1)	T. Sweeney (1)	H. Thomas (1)
Industry-Specific Expertise
Retail industry	✓	✓	✓	✓		✓	✓		✓	✓
Distribution, warehousing and logistics						✓	✓	✓
International sourcing							✓	✓
Real estate		✓								✓
General Business Competencies
Senior executive leadership / Strategic planning	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
Financial accounting and reporting expertise				✓	✓	✓		✓	✓	✓
International development and operations	✓		✓					✓

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TOP SKILLS	J. Bekenstein	G. David	E. Garcia	S. Gunn (1)	K. Mugford (1)	N. Nomicos (1)	N. Rossy	S. Sakhia (1)	T. Sweeney (1)	H. Thomas (1)
Risk management and mitigation					✓					✓
Information technology and cybersecurity		✓	✓				✓			✓
Human resources / Executive compensation	✓		✓	✓	✓	✓			✓
Corporate governance / Legal	✓	✓	✓	✓	✓				✓
Environmental, Social & Governance (ESG) Competencies
Environmental practices			✓							✓
Energy reduction or other climate practices				✓						✓
Community support		✓				✓	✓	✓
Diversity, equity and inclusion			✓		✓	✓		✓	✓
Health and safety of employees	✓			✓			✓		✓
Wellness education and training of employees	✓	✓			✓				✓

(1) These individuals are all "financially literate" within the meaning of NI 52-110.

Attendance Record

The following table summarizes the attendance of individual directors at meetings of the Board of Directors and its committees held during Fiscal 2025. Directors are expected to attend all meetings and each director generally attends all meetings, subject to occasional scheduling conflicts.

Director	Board of Directors (7 meetings)		Audit Committee (4 meetings)		HRCC (4 meetings)		NGC (2 meetings)		Total Attendance
	Number	%	Number	%	Number	%	Number	%	Number	%
Joshua Bekenstein	7/7	100	-	-	4/4	100	-	-	11/11	100
Gregory David	7/7	100	-	-	-	-	-	-	7/7	100
Elisa Garcia	7/7	100	-	-	4/4	100	2/2	100	13/13	100
Stephen Gunn	7/7 (Chair)	100	-	-	4/4	100	2/2 (Chair)	100	13/13	100
Kristin Mugford	6/7	86	4/4	100	4/4 (Chair)	100	-	-	14/15	93
Nicholas Nomicos	7/7	100	4/4	100		-	-	-	11/11	100
Neil Rossy	7/7	100	-	-	-	-	-	-	7/7	100
Samira Sakhia	7/7	100	4/4	100	-	-	-	-	11/11	100
Thecla Sweeney	7/7	100	4/4	100	-	-	2/2	100	13/13	100
Huw Thomas	7/7	100	4/4 (Chair)	100	-	-	2/2	100	13/13	100

Majority Voting Requirements

The election of directors at the Meeting is governed by the majority voting requirements under the CBCA and its regulations which came into force on August 31, 2022. These requirements are such that in an uncontested election of directors, a nominee must receive a majority of the total votes cast "for" and "against" such nominee in favour of their election in order to be elected as a director (versus "for" or "withhold" as was the case previously). If a nominee does not receive a majority of votes cast by shareholders in favour of their election, they will not be elected and the Board position will remain open, except that an incumbent director will be permitted to remain in office until the earlier of (a) the $90^{\text{th}}$ day after the day of the election or (b) the day on which their successor is appointed or elected. These statutory majority voting requirements only apply to "uncontested" elections of directors, meaning elections where the number of director nominees

Dollarama Inc. - 2025 Management Proxy Circular

is the same as the number of directors to be elected to the Board (such as the election of directors to take place at the Meeting).

At the annual meeting of shareholders of the Corporation held on June 12, 2024, each director was elected by at least a majority of the votes cast by proxy or online at such meeting.

Mandate of the Board of Directors

The Board of Directors is responsible for supervising the management of the business and affairs of the Corporation. The Board of Directors' key responsibilities relate to the stewardship of management, generally through the CEO, to pursue the best interests of the Corporation, and include the following:

(i) reviewing and approving the strategic plan and in relation thereto, approving the annual business and capital plans and policies and processes generated by management relating to the authorization of major investments and significant allocations of capital;

(ii) supervising senior management and reviewing, in conjunction with the HRCC and the NGC, as applicable, the succession planning of the Corporation and ensuring that other executives are in place to ensure sound management of the Corporation;

(iii) ensuring that the Corporation has risk management systems in place;

(iv) ensuring that the Corporation has appropriate internal controls and corporate governance policies in place and reviewing, as applicable, the NGC's recommendations regarding the Corporation's corporate governance policies, the disclosure in the Corporation's public disclosure documents relating to corporate governance practices, the relationship between management and the Board of Directors and the Board of Directors' ability to act independently from management;

(v) ensuring a business ethics, compliance and corporate governance mindset and the creation of a culture of integrity throughout the organization; and

(vi) overseeing and monitoring the Corporation's approach, policies and practices related to ESG matters, overseeing ESG-related risks and opportunities and delegating to its committees, as appropriate, the oversight and monitoring of specific ESG-related risks and opportunities.

Under its mandate, the Board of Directors is entitled to engage outside advisors, at the Corporation's expense, where, in the view of the Board of Directors, additional expertise or advice is required. The mandate of the Board of Directors is attached hereto as Schedule A.

Position Descriptions

Chairman of the Board of Directors and Committee Chairs

Stephen Gunn is the Corporation's independent Chairman of the Board of Directors. The Board of Directors has adopted a written position description for the Chairman which sets out the Chairman's key responsibilities, including duties related to Board of Directors' meetings, shareholders' meetings, director development and communication with shareholders and regulators.

The Board of Directors has also adopted a written position description for each of the committee chairs which sets out each of the committee chair's key responsibilities, including duties relating to setting committee meeting agendas, chairing committee meetings and working with the respective committee and management to ensure, to the greatest extent possible, the effective functioning of the committee. These descriptions are reviewed by the Board of Directors upon recommendation of the NGC.

CEO

Neil Rossy is the Corporation's CEO since May 1, 2016, and sits on the Board of Directors since 2004. The primary functions of the CEO are to lead the management of the Corporation's business and affairs and to

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lead the implementation of the resolutions and the policies of the Board of Directors. The Board of Directors has developed a written position description and mandate for the CEO which sets out the CEO's key responsibilities, including duties relating to strategic planning, operational direction, interaction with the Board of Directors, succession planning and communication with shareholders. The CEO mandate is reviewed by the Board of Directors annually.

BOARD OF DIRECTORS COMMITTEES

Audit Committee

The audit committee of the Corporation (the "Audit Committee") is composed of five (5) directors, namely Kristin Mugford, Nicholas Nomicos, Samira Sakhia, Thecla Sweeney and Huw Thomas, all of whom are and must at all times be financially literate and independent within the meaning of NI 52-110. Huw Thomas serves as the Chair of the Audit Committee. For more information regarding the relevant education, professional background and experience of each member of the Audit Committee, please refer to the section entitled "Nominees for Election to the Board of Directors – Description of Proposed Director Nominees" of this Circular.

The Board of Directors has adopted a written charter for the Audit Committee, which sets out the Audit Committee's key responsibilities, including (i) reviewing the financial statements of the Corporation and reporting on such review to the Board of Directors, (ii) ensuring that adequate procedures are in place for the review of the Corporation's public disclosure documents that contain financial information, (iii) overseeing the work and reviewing the independence of the external auditor and (iv) reviewing, evaluating and approving the internal control procedures that are implemented and maintained by management.

As part of its mandate, the Audit Committee has been delegated the primary risk oversight responsibility, which means that the Audit Committee is responsible to ensure that risks or exposures facing the Corporation are identified, assessed, monitored and appropriately managed and mitigated. Among other risks overseen by the Audit Committee, the Audit Committee oversees emerging information technology risks and cybersecurity risks as well as ESG-related risks. In addition, the Audit Committee is responsible for reviewing and approving the Corporation's financial disclosure as well as all ESG related disclosure, including the Corporation's ESG report. The Audit Committee also approves ESG strategies and opportunities driven by management, including with respect to the Corporation's climate strategy, and reports to the Board of Directors on priorities, challenges and progress. In order for the Audit Committee to effectively carry out its responsibility for the oversight of IT and cyber risks, the committee regularly reviews progress made on the Corporation's information security framework and roadmap as well as major developments and receives regular reports from the Chief Information Officer.

Additional information relating to the Audit Committee can be found in the section entitled "Audit Committee Information" of the Corporation's annual information form available on SEDAR+ at www.sedarplus.ca and on the Corporation's website at www.dollarama.com.

Human Resources and Compensation Committee

The HRCC is currently composed of four (4) directors, namely Joshua Bekenstein, Elisa Garcia, Stephen Gunn and Kristin Mugford, all of whom are independent. Kristin Mugford serves as the Chair of HRCC.

Each of these directors has a wealth of experience designing effective management incentive and compensation plans to attract and retain highly qualified executives and to align NEOs' performance objectives with those of the Corporation's stakeholders. The members of the HRCC have several years of experience negotiating executive compensation agreements and managing or advising large private and public corporations on compensation matters. For more information regarding the professional background and experience of each member of the HRCC, please refer to the section entitled "Nominees for Election to the Board of Directors – Description of Proposed Director Nominees" of this Circular.

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The HRCC is charged with overseeing the administration of the Corporation's compensation plans, assisting the Board of Directors with its responsibilities in regard of the Corporation's executive officers' compensation, and reviewing and approving the disclosure of executive compensation as required by securities laws before such disclosure is disseminated to the public.

As part of its oversight of the implementation of the Corporation's compensation plans and policies, the HRCC reviews and makes recommendations to the Board of Directors with respect to the adoption or amendment of incentive and equity-based compensation plans for the Corporation.

The HRCC annually reviews and approves the corporate goals and objectives relevant to the compensation of NEOs, evaluates their performance in light of these goals and objectives and makes recommendations to the Board of Directors regarding their compensation packages. In setting compensation, the HRCC considers all factors it deems relevant including the value of proposed compensation packages against those offered by companies comprising the comparator group to individuals with similar responsibilities, realized and realizable compensation earned by NEOs in prior years as well as shareholder return over the same period. In Fiscal 2025, the HRCC conducted a review of the comparator group used for the purposes of benchmarking compensation practices and elements of compensation. Following such review, a new comparator group will be used in Fiscal 2026. The HRCC has also been delegated by the Board of Directors the responsibility to conduct an annual evaluation of compensation-related risks.

In addition, the HRCC is responsible for monitoring the succession planning process for NEOs as well as other key members of the senior management team. The objective of this process is to identify individuals who are able to move into key leadership roles not only in the normal course of the Corporation's growth but also in the event of an unplanned vacancy, and to assist these individuals in developing their skills and competencies. The HRCC receives periodic updates from management on this leadership succession planning process, discusses succession scenarios, assesses the readiness of potential candidates to fill senior leadership roles and identifies roles for which an external talent search may be required.

Finally, as part of its mandate, the HRCC has been delegated the oversight responsibility over the Corporation's human capital management. The HRCC receives quarterly presentations from management on key ESG metrics related to human capital management, including workforce overview (number of employees and the types of employment held by them, turnover rates, health and safety statistics, diversity, compensation, talent development, internal promotion rates, and general employee well-being). The HRCC may retain external compensation consultants to assist in the proper discharge of its mandated responsibilities.

The Board of Directors has adopted a written charter describing the mandate of the HRCC which reflects the compensation and human capital management risk oversight responsibilities delegated by the Board of Directors to the HRCC.

The HRCC's responsibilities include the following:

(i) making recommendations to the Board of Directors regarding the Corporation's overall compensation philosophy and strategy;
(ii) making recommendations regarding the Corporation's Director Compensation Policy;
(iii) designing, establishing and overseeing the Corporation's Executive Compensation Policy;
(iv) reviewing and approving and then recommending to the Board of Directors the compensation of NEOs;
(v) reviewing and approving corporate goals and objectives relevant to the compensation of NEOs, including the evaluation of their performance in light of those goals and objectives and determining their respective compensation packages based on these evaluations;
(vi) considering, at least annually, the implications of the risks associated with the Corporation's Executive Compensation Policy and/or practices;

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(vii) reviewing and approving annually the compensation discussion and analysis to be included in the Corporation's management proxy circular;
(viii) reviewing, at least annually, compensation market data and competitor benchmark data to attract and retain the human resources needed;
(ix) making recommendation to the Board of Directors with respect to the Corporation's management option plan, performance share unit plan and such other compensation plans or structures to be adopted by the Corporation from time-to-time;
(x) administering the Annual Grant Plan and granting options, up to a number corresponding to the maximum number of shares reserved for issuance under the Option Plan and approved for distribution by the Board of Directors, in accordance with the terms of the Annual Grant Plan;
(xi) approving the annual grants under the PSU Plan, as well as the performance objectives, the metrics against which performance will be measured at the end of the reference period and the applicable payout target and vesting scale;
(xii) developing and reviewing the Corporation's management succession plans; and
(xiii) reviewing, on a quarterly basis, the Corporation's policies and practices pertaining to human capital management across its operations, for consistency with the Corporation's vision and strategy.

Nominating and Governance Committee

The Nominating and Governance Committee of the Corporation (the "NGC") is currently composed of four (4) independent directors, namely Elisa Garcia, Stephen Gunn, Huw Thomas and Thecla Sweeney. Stephen Gunn serves as the Chair of the NGC.

The Board of Directors has adopted a written charter describing the mandate of the NGC. As per the charter, the NGC is mandated by the Board to (i) assess, develop, recommend and review the Corporation's policies, programs and practices relating to business conduct and ethics, including the Corporation's Code of Conduct, as well as other corporate governance policies and guidelines, including from an ESG perspective, and ensure their implementation within the Corporation, (ii) oversee the management of human rights risks in the Corporation's operations and supply chain and review the Corporation's disclosure in that regard, (iii) review the size of the Board to ensure optimal decision-making and effectiveness, (iv) coordinate an annual evaluation of the Board of Directors, (v) identify individuals qualified to become directors and recommend such individuals to the Board for election or appointment, and (vi) make recommendations to the Board of Directors concerning committee appointments.

The NGC is also responsible for reviewing the Corporation's governance structures to ensure that the Board of Directors can function independently of management and for assisting in maintaining an effective interaction between management and the Board of Directors, notably with respect to the purpose of the Corporation as an organization. The NGC also monitors the Board's shareholder engagement process. As necessary, the NGC may retain external advisors to assist in the proper discharge of its mandated responsibilities. The NGC reviews the mandate of the Board of Directors and the charter for each committee of the Board of Directors and recommends changes, as necessary, to the Board of Directors.

ORIENTATION AND CONTINUING EDUCATION

New Director Orientation

The Corporation provides an orientation process for newly elected or appointed members of the Board of Directors to enhance their understanding of the Corporation and their responsibilities as directors. As part of this orientation process, new directors attend in-person meetings with the Chairman and committee chairs to discuss the role of the Board of Directors, its committees and the expectations of directors with respect to contribution and time commitment.

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New directors are provided with extensive information on the Corporation's corporate organization, operations, strategy, industry position, business plan and financial results. In order to fully grasp the role they are expected to play as directors and/or committee members, new directors are also provided with copies of the Corporation's key documents, including the Code of Conduct, the Vendor Code of Conduct, the Corporation's ESG reports, board and corporate policies, the mandate of the Board of Directors and the charters of each committee as well as the position descriptions for the CEO, the Chairman and the chairs of each committee.

To deepen and accelerate their understanding of the Corporation's business and operations, new directors are invited to participate in onboarding sessions with members of the Corporation's senior executive team to better understand the Corporation's key priorities, milestones and risks with respect to legal, business, financial, human resources, operational, environmental and information technology matters. Tours of the Corporation's head office, distribution centre, warehouses and stores are also organized.

New directors are also assigned an incumbent director as a mentor to provide perspective on the dynamics of the Board and offer ongoing guidance with respect to the work of the Board and its committees.

Continuing Education

As part of its mandate, the NGC is responsible for providing continuing education for all members of the Board of Directors. Senior management members make regular presentations to the Board of Directors in each of their respective areas, and directors are invited to meet individually with the CEO, the CFO, the COO, the CIO and other senior executives of the Corporation to discuss further any topic of interest to ensure that their knowledge and understanding of the Corporation's business remain current. Management periodically briefs the Board of Directors with up-to-date industry and benchmarking information, and experts are also invited to make presentations to the Board of Directors on relevant subjects of interest to the directors. Furthermore, tours of the warehouses, the distribution centre and the stores are held periodically to allow directors to enhance their understanding of the operational aspects of the Corporation's business and to directly acquaint with the communities in which it is located.

Directors also attend and participate at various external conferences, seminars and courses relevant to their directorship at the Corporation and inform management on a periodic basis of their participation in any such events. The Corporation reimburses directors for expenses incurred by their attendance.

During Fiscal 2025, members of the Board of Directors participated in various internal and external education sessions and management presentations on important areas of focus for the Board and the Corporation, such as trends and developments in corporate governance, emerging practices regarding the retail industry, the business landscape in Latin America, strategic growth and planning, risk management, trends in executive compensation, cybersecurity, e-commerce and digital retail, human capital management, talent development and labour market challenges.

ASSESSMENTS

The NGC is responsible for providing oversight of the evaluation of the performance and effectiveness of the Board of Directors as a whole, its committees, the Chairman, committee chairs and individual directors. Every year, the Chair of the NGC meets with each director to discuss the director's performance and contribution to the Board of Directors and its committees, as applicable, and such director's assessment of the Board of Directors', the committees' and other directors' performance as well as to identify areas for improvement with respect to the practices of the Board of Directors and its committees. All directors are encouraged to give feedback and make suggestions. The NGC receives comments and discusses any such comments. The Chair of the NGC then presents the committee's findings and recommendations to the Board of Directors.

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NOMINATION OF DIRECTORS

In addition to assessing current directors, the NGC is responsible for identifying and proposing new director nominees. The NGC actively seeks individuals qualified to become members of the Board of Directors and recommends such individuals for election to the Board of Directors by the shareholders or for appointment by the Board of Directors to fill a vacancy.

The NGC uses the matrix presented above to assist in reviewing the general business experience, the industry-specific expertise and ESG-related competencies of directors and of the Board of Directors as a whole. Directors and director nominees are not required to have significant experience and expertise in each of these areas. The NGC rather aims for the right balance and mix of skills and ensures that the Board of Directors, as a group, is well versed in those areas that are critical to the Corporation's success. When looking for potential director nominees, this matrix is an important tool used by the NGC to review strengths of incumbent directors and identify potential gaps in competencies and search for qualified candidates that have such competencies.

In addition to their expertise and experience, candidates must display ethical conduct, integrity and seasoned business judgment. Strong interpersonal skills are also essential to ensure open, candid, collegial and effective discussion and debate among the directors. Diversity is also one of the criteria considered in the director identification and selection process, formally embedded in the Corporation's Board Diversity Policy.

Finally, the NGC evaluates the ability of the candidate to devote sufficient time and resources to participate actively on the Board of Directors, and assesses potential conflicts of interest.

Throughout the process, the Chair of the NGC updates the Board of Directors and solicits input on candidates. Candidates are interviewed by members of the NGC and other directors, as appropriate. The NGC ultimately makes a recommendation to the Board of Directors, which approves the candidate for appointment or for election at the next annual meeting of shareholders, as applicable.

The NGC may identify candidates through individuals known or recommended to the members of the Board of Directors. The NGC may also seek assistance from search firms for the identification of candidates for nomination as directors. The search for qualified individuals is an ongoing process, regardless of whether there is a vacancy on the Board of Directors.

The Board of Directors is of the view that its size and composition are adequate and allow for efficient functioning of the board as a decision-making body. The NGC reviews the director skills matrix periodically to ensure that it remains aligned with the Corporation's strategic plan and the Board of Directors' needs.

ADVANCE NOTICE OF DIRECTOR NOMINATIONS

At the annual meeting of shareholders of the Corporation held on June 7, 2017, the shareholders ratified and confirmed By-Law No.2, a by-law relating to the advance nomination of directors of the Corporation by shareholders (the "Advance Notice By-Law").

Among other things, the Advance Notice By-Law fixes deadlines by which shareholders must submit a notice of director nominations to the Corporation prior to any annual or special meeting of shareholders where directors are to be elected and sets out the information that a shareholder must include in the notice. The Advance Notice By-Law does not interfere with the ability of shareholders to requisition a meeting or to nominate directors by way of a shareholder proposal in accordance with the CBCA.

To be timely, a shareholder must give a valid notice to the Corporation:

(i) in the case of an annual meeting of shareholders (including an annual and special meeting), not less than thirty (30) days prior to the date of the meeting, provided, however, that in the event that the meeting is to be held on a date that is less than fifty (50) days after the date on which the first

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public announcement of the date of the meeting was made, notice by the nominating shareholder shall be made not later than the close of business on the tenth (10th) day following such public announcement; and

(ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not also called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the meeting was made.

The Advance Notice By-Law authorizes the chair of the meeting to determine whether a nomination was made in accordance with the procedures set forth in the Advance Notice By-Law and, if any proposed nomination is not in compliance with the Advance Notice By-Law, to declare that such defective nomination shall be disregarded. The Board of Directors may, in its sole discretion, waive any requirement of the Advance Notice By-Law.

The Advance Notice By-Law was filed with the Canadian securities regulatory authorities and is available on SEDAR+ at www.sedarplus.ca and on the Corporation's website at www.dollarama.com.

CODE OF CONDUCT

The Corporation's code of conduct and ethics (the "Code of Conduct") applies to all Dollarama employees, executive officers and directors. It acts as a framework in guiding Dollarama's operations and practices and sets out rules and guidelines for personal conduct and ethical decisions.

All employees are given a copy of the Code of Conduct when they are hired and are asked to sign an acknowledgement to signify their understanding of the Code. All directors, members of management and employees subject to an annual evaluation are required to confirm their compliance with the Code each year.

The objective of the Code of Conduct is to provide guidelines for maintaining the integrity, reputation, honesty, objectivity and impartiality of Dollarama. The Code of Conduct addresses topics such as human rights, diversity, equity and inclusion, health and safety, conflicts of interest, protection of assets and opportunities, confidential information and privacy, fair dealing with securityholders, customers, suppliers, competitors, employees and other business partners, insider trading, compliance with laws and reporting of any illegal or unethical behaviour.

Any person subject to the Code of Conduct is required to avoid or fully disclose interests or relationships that are harmful or detrimental to the Corporation's best interests or that may give rise to real, potential or apparent conflicts of interest.

The Code of Conduct also provides for whistleblower communication channels through which any illegal or unethical behaviour can be reported on a confidential basis. The Corporation's whistleblower channels are provided by an independent and secure reporting service and are accessible online or by phone. Any complaint or concern regarding compliance with the Code of Conduct can also be reported by any employee to his or her manager. Upon receipt of a complaint, (i) a report of the complaint is created; (ii) the report is assigned to the appropriate reviewer to evaluate the reported matter depending on the nature of the complaint and the individuals involved; (iii) an investigation of the reported matter is conducted, if required; and (iv) prompt and appropriate action to address the complaint is taken, if the report is substantiated.

On a quarterly basis and upon request, a designated person may be mandated to prepare a report for the Board of Directors, or the persons or committee appointed thereby, regarding complaints received, how they were handled, the results of any investigation and any corrective actions taken. Those procedures have been established to ensure that the Board of Directors or the persons or committee appointed under the Code of Conduct have the ultimate responsibility for the stewardship of the Code of Conduct.

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The Code of Conduct was filed with the Canadian securities regulatory authorities and is available on SEDAR+ at www.sedarplus.ca and on the Corporation's website at www.dollarama.com.

DIVERSITY

Diversity Policy

The NGC is mandated by the Board of Directors to, among other things, identify individuals qualified to become directors and recommend such individuals for election at annual meetings of shareholders or for appointment to fill vacancies occurring between meetings. In fulfilling its mandate, the NGC strives to ensure that the Board of Directors is populated by diverse individuals.

The Board of Directors recognizes the value and importance of diversity and adopted a written policy that sets out the Corporation's approach to board diversity. The Board Diversity Policy sets a target to have each gender comprise at least 30% of all directors.

Moreover, the Board Diversity Policy expressly states that the NGC will, besides women, endeavour to consider the level of representation of other "Designated Groups" (as defined below) on the Board in identifying and recommending candidates for election to the Board of Directors or for appointment between annual meetings of shareholders. However, the NGC chose not to recommend the adoption of formal targets for each of the other Designated Groups due to the small size of the Board of Directors and reliance on self-reporting.

The Board Diversity Policy requires that every search for new directors include diverse candidates. With respect to the representation of men and women on the Board of Directors, any search firm engaged to assist the NGC and the Board of Directors in identifying candidates for appointment as directors will be specifically directed to put forth at least an equal number of female candidates in comparison to male candidates.

The NGC is responsible for monitoring the implementation of the Board Diversity Policy to ensure its effectiveness and for reviewing it on an annual basis.

The Board of Directors remains committed to increasing diversity as part of the board renewal process, taking into account skills, background, experience and expertise desired at that particular time to complement the mix of skills and experience of other directors. Beyond gender diversity, the Board of Directors will be looking at expanding diversity, in a broader sense, through future appointments.

All director nominees are fluent in English, four (4) also speak French fluently and one (1) also speaks Spanish fluently.

While diversity is one of the criteria embedded in the director identification and selection process, recommendations for election and appointment to the Board of Directors will continue to be made primarily based on merit, in light of a variety of other factors, including the skills, experience, independence and knowledge that the Board of Directors, as a whole, requires to be most effective.

Representation of Women on the Board of Directors

Four out of ten directors (40%), or four out of eight independent directors (50%), are women. Assuming all nominees are elected at the Meeting, the Board will continue to be comprised of four women out of ten directors (40%).

Representation of Women in Executive Officer Positions

The Corporation is committed to promoting diversity and inclusion at all levels of the organization and takes into account the representation of women and the importance of diversity when filling executive level positions.

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Because of the limited size of the executive team and the need to ensure that recruitment efforts and appointments are primarily based on the merits of the individuals and the needs of the Corporation at the relevant time, the Board of Directors has decided not to implement a policy regarding the representation of women in executive officer positions. However, the Board of Directors is committed to equality of opportunity and to the recruitment, retention, development and promotion of qualified female candidates among its workforce, including at the highest levels. As at the date hereof, the offices of COO and Corporate Secretary are occupied by women, out of a total of six executive officers appointed by the Board of Directors (33%).

Representation of "Designated Groups" on the Board of Directors and in Executive Officer Positions

The CBCA and its regulations require the Corporation to provide certain information about its policies on "Designated Groups", which term includes, without limitation, the four designated groups defined in the Employment Equity Act (Canada), namely (i) persons with disabilities, (ii) members of visible minorities, (iii) women, and (iv) Aboriginal peoples.

In connection with these diversity disclosure requirements, directors and executive officers of the Corporation were asked to disclose, on a voluntarily basis, whether they self-identify with one or more of the "Designated Groups". When a particular individual chose not to respond, the Corporation did not make assumptions or otherwise assign data to that individual. As at April 15, 2025, four (4) directors (or 40% of the Board of Directors) are women, two (2) executive officers (or 33% of the Corporation's executive officers) are women, two (2) director (or 20% of the Board of Directors) identifies as a member of a visible minority, and three (3) executive officers (or 50% of the Corporation's executive officers) identify as members of visible minorities. Currently, there are no Aboriginal peoples or persons with disabilities serving on the Board of Directors or among executive officers.

The Board of Directors has not set targets regarding the representation of persons included in any of the Designated Groups on the Board (except for women) or in executive officer positions because of the limited size of the Board of Directors and of the executive team, reliance on self-reporting, and the need to ensure that recruitment efforts and appointments are primarily based on the merits of the individuals and the needs of the Corporation at the relevant time.

Consideration is given to diversity when identifying and nominating candidates for election to the Board of Directors and when appointing members of senior management but it remains one factor amongst many others and, except for the principles set out in the Board Diversity Policy, no special weighting is given to that criterion. See "Corporate Governance – Nomination of Directors" for additional information on the identification of new director nominees.

INDEMNIFICATION AND INSURANCE

The Corporation currently purchases directors and officers' insurance coverage. The Corporation also entered into indemnification agreements with each of its directors. The indemnification agreements generally require that the Corporation indemnify and hold the indemnitees harmless to the greatest extent permitted by law for liabilities arising out of the indemnitees' service to the Corporation as directors, provided that the indemnitees acted honestly and in good faith and in a manner the indemnitees reasonably believed to be in or not opposed to the Corporation's best interests and, with respect to criminal and administrative actions or proceedings that are enforced by monetary penalty, the indemnitees had no reasonable grounds to believe that their conduct was unlawful. The indemnification agreements also provide for the advancement of defence expenses to the indemnitees by the Corporation.

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ESG MATTERS

ESG Oversight and Accountability

ESG matters are ultimately the responsibility of the Board of Directors and over the last several years have been further embedded in its mandate and in the charters and practices of its committees. Management is responsible for the development and implementation of ESG strategies and continues to develop disclosure in this regard. Both management and the Board of Directors engage with stakeholders on an ongoing basis to understand and consider their expectations regarding ESG. In Fiscal 2024, the Corporation further strengthened its ESG organizational capabilities with the creation of a cross-functional ESG Steering Committee.

ESG Disclosure

In the last five years, the Corporation has published various disclosure documents aimed at providing shareholders and stakeholders with increased visibility on the Corporation's ESG-related initiatives, challenges and priorities as well as ongoing progress on those initiatives. The Corporation also published its report in accordance with the Fighting Against Forced Labour and Child Labour in Supply Chains Act, outlining Dollarama's human rights risk mitigation strategies, including the accountability mechanisms and governance oversight in place. All of the Corporation's reports are available for information purposes only on the Corporation's website at www.dollarama.com. The information on the Corporation's website does not form part of this Circular.

Every year, the Corporation builds upon its initial assessment and ESG analysis through its annual internal enterprise risk assessment and through valuable feedback received in the context of ongoing stakeholder engagement and advice received from third party experts.

The Corporation's approach to ESG matters is based on five pillars – Our Products and Customers, Our Operations and Climate Strategy, Our People, Our Supply Chain and Our Governance, and priority issues. While the ESG pillars and priority issues in our most recently published ESG report remain generally aligned with those identified in previous ESG reporting, they continue to evolve as the Corporation aims to keep abreast of a rapidly evolving ESG landscape and expectations, and continues to develop its related disclosure informed by ESG standards including standards of the Sustainability Accounting Standards Board, recommendations of the Task Force on Climate-Related Financial Disclosures and, more recently, the International Sustainability Standards Board such as IFRS S1 or IFRS S2.

OUR PRODUCTS AND CUSTOMERS	OUR OPERATIONS AND CLIMATE STRATEGY	OUR PEOPLE	OUR SUPPLY CHAIN	OUR GOVERNANCE
Product accessibility	Climate strategy	Talent attraction, development and retention	Supply chain management	Governance framework
Product safety and quality	Energy management	Fair labour practices	Human rights and the environment	Ethics and fair business practices
Environmental and social components in products	Waste management	Health and safety	Supply chain accountability	Information security and privacy
Packaging	Transportation	Diversity and inclusion

Priorities have been set in the five key areas, and the Corporation undertook to report on its progress annually. On a quarterly basis, the Audit Committee also receives presentations from management on ESG matters, including a dashboard specifically addressing the five key areas deemed relevant and material to the business from an ESG perspective and tracking progress towards the attainment of goals and initiatives.

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SHAREHOLDER COMMUNICATION AND ENGAGEMENT

The Corporation strongly believes that engaging in dialogue with its shareholders and other stakeholders is crucial to its success and to this effect regularly engages with stakeholders throughout the year as it allows management and the Board of Directors to inform their decision-making process and align the interests of the Corporation with those of stakeholders. Over the last year, the Corporation has proactively engaged with a number of major shareholders, analysts, and other stakeholders in a direct, open and constructive dialogue, both formally and informally, to better understand key topics that are material to the investment community, discuss decisions made by management and the Board of Directors, and respond to questions addressed to management and the Board of Directors.

For instance, following the filing of a shareholder proposal in 2023 regarding the adoption of net zero targets, management has had productive engagement sessions with its stakeholders, including with the representative of the shareholder who made such proposal, and continues to publicly report on the Corporation's progress with respect to its climate roadmap. As disclosed in its latest ESG report, the Corporation also made a new commitment to disclose partial scope 3 greenhouse gas (GHG) emissions in its Fiscal 2025 ESG report.

The Board encourages shareholder participation at the Meeting as it provides a valuable platform to discuss the Corporation's business, its corporate governance and other important matters. Between annual meetings, shareholders may initiate communications with and provide feedback, in respect of the Meeting or other subjects, to the Board through the office of the Corporate Secretary at [email protected]. Requests made to this address are reviewed by the Corporate Secretary who determines whether the communication received should be addressed to the Board or should instead be addressed to management.

Virtual-only Annual Shareholder Meeting

The Corporation has chosen to hold the Meeting via live audio webcast again this year, with simultaneous translation in both official languages. The Corporation is committed to ensuring that the virtual experience provides shareholders with the same opportunity for participation and communication as would an in-person meeting, and undertakes to take required actions to meet the following three objectives.

Clear instructions: Prior and during the virtual-only Meeting, shareholders are provided with clear instructions on the manner to attend the virtual-only Meeting, as well as on the procedure and on the timeline for submitting questions.
Asking live questions: Shareholders and duly appointed proxyholders will be entitled to ask questions during the Meeting. Shareholders may also submit their questions in writing before the Meeting through [email protected] (providing the investor's full name included on the form of proxy or voting instruction form, as applicable, to allow the Corporation to confirm the sender's status as shareholder as at the record date).
Transparency: All questions submitted by shareholders, provided they comply with the rules of conduct of the Meeting, will be addressed at the Meeting or, if the time allocated to the question and answer session during the Meeting is not sufficient, will be posted on the Corporation's website shortly after the close of the Meeting.

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GENERAL

Information contained herein is given as at April 15, 2025, except as otherwise stated. Management of the Corporation knows of no matter to come before the Meeting other than the matters referred to in the Notice of Meeting.

ADDITIONAL INFORMATION

The Corporation's financial information is included in the audited financial statements of the Corporation and notes thereto and in the accompanying management's discussion and analysis for Fiscal 2025. Copies of these documents and additional information concerning the Corporation can be found on SEDAR+ under the Corporation's profile at www.sedarplus.ca, on the Corporation's website at www.dollarama.com and at https://materials.proxyvote.com/25675T, and may be obtained upon request made to the Corporate Secretary of the Corporation, by mail (5805 Royalmount Avenue, Montreal, Quebec, H4P 0A1) or by email ([email protected]).

SHAREHOLDER PROPOSALS

Shareholder proposals for the Corporation's 2026 annual meeting of shareholders must be received by the Corporation by 5:00 p.m. (Montreal time) by March 13, 2026. They must be sent in writing to the attention of the Corporate Secretary of the Corporation, by mail (5805 Royalmount Avenue, Montreal, Quebec, H4P 0A1, Canada) or by email ([email protected]).

APPROVAL BY DIRECTORS

The content and the sending to the shareholders of this Circular have been approved by the Board of Directors of the Corporation.

Dated at Montreal, Quebec, this 15th day of April 2025.

(signed) Laurence L'Abbé

Laurence L'Abbé
Senior Vice-President, Legal Affairs and Corporate Secretary

SCHEDULE A
MANDATE OF THE BOARD OF DIRECTORS
OF
DOLLARAMA INC.
(the "Corporation")

1. PURPOSE

The members of the Board of Directors (the "Board") have the duty to supervise the management and affairs of the Corporation. The Board, directly and through its committees, shall provide direction to senior management, generally through the chief executive officer (the "CEO"), to pursue the best interests of the Corporation.

2. DUTIES AND RESPONSIBILITIES

The Board shall have the specific duties and responsibilities outlined below:

A. Strategic Planning

(1) At least annually, the Board shall review and, if advisable, approve the Corporation's strategic planning process and the Corporation's annual strategic plan. In discharging this responsibility, the Board shall review the plan in light of management's assessment of emerging trends, the competitive environment, the opportunities for the business of the Corporation, risk issues, and significant business practices and products.

(2) The Board shall review and, if advisable, approve the Corporation's annual business and capital plans as well as policies and processes generated by management relating to the authorization of major investments and significant allocation of capital.

(3) The Board shall review management's implementation of the Corporation's strategic, business and capital plans. The Board shall review and, if advisable, approve any material amendments to, or variances from, these plans.

B. Risk Management

(1) The Board shall periodically identify the principal risks associated with the Corporation's business and operations, review the implementation by management of appropriate systems to manage these risks, and review the reports by management relating to the operation of, and any material deficiencies in, these systems.

(2) The Board shall verify that internal, financial, non-financial and business control and management information systems have been established by management.

(3) The Board shall delegate, as appropriate, the oversight of enterprise risk management design and structure, the assessment of its effectiveness and the oversight of the principal risks to the Audit Committee.

C. Human Resource Management

(1) At least annually, the Board shall review the Human Resources and Compensation Committee's recommendations regarding the compensation of the CEO, the other executive officers and the Eligible Board members (as defined in the Director Compensation Policy).

A-1

(2) At least annually, the Board shall review, in conjunction with the Nominating and Governance Committee, the succession plans of the Corporation for the chair of the Board (the "Chair"), the lead director of the Board (the "Lead Director") as applicable, the CEO and other executive officers, including the appointment, training and monitoring of such persons.

(3) The Board shall, to the extent feasible, satisfy itself as to the integrity of the CEO and other executive officers of the Corporation and that the CEO and other senior officers strive to create a culture of integrity throughout the Corporation.

D. Corporate Governance

(1) The Board shall review as applicable, the Nominating and Governance Committee's recommendations regarding the Corporation's corporate governance policies, the disclosure in the Corporation's public disclosure documents relating to corporate governance practices, the relationship between management and the Board, the Board's ability to act independently from management.

(2) The Board has adopted the Code of Conduct and Ethics (the "Code") applicable to directors, officers and employees of the Corporation. At least annually, the Board shall review compliance with, or material deficiencies from, the Code. The Board shall receive reports from the CEO and/or Chief Financial Officer regarding breaches of the Code. The Board shall review investigations and any resolutions of complaints received under the Code.

(3) The Board shall monitor conflicts of interest (real or perceived) of both the Board and management in accordance with the Code.

(4) From time to time or as required, the Board shall review the Nominating and Governance Committee's recommendations regarding the Board Mandate and the mandates for each committee of the Board, together with the position descriptions of each of the Chair, the CEO, the Lead Director (as applicable) and the chairs of each Board committee.

(5) The Board shall approve and submit the list of candidates for the position of director, as recommended by the Nominating and Governance Committee, to be voted on by shareholders.

E. Environmental, Social and Governance Matters (ESG)

(1) The Board shall oversee and monitor the Corporation's approach, policies and practices related to ESG matters.

(2) The Board shall maintain general oversight of ESG-related risks and opportunities and shall delegate, as appropriate, the oversight and monitoring of specific ESG-related risks and opportunities to the Board committees.

F. Communications

(1) As required, the Board shall review the Nominating and Governance Committee's recommendations regarding the Corporation's disclosure policy, including measures for receiving feedback from the Corporation's stakeholders, and management's compliance with such policy.

(2) The Corporation endeavors to keep its shareholders informed of its progress through an annual report, annual information form, quarterly interim reports and periodic press

A-2

releases. Directors and management meet with the Corporation's shareholders at the annual meeting and are available to respond to questions at that time.

(3) In conjunction with management, the Board shall be available to respond to questions from shareholders at the Corporation's annual general meeting of shareholders.

(4) Shareholders and other stakeholders may communicate with the Board at any time by contacting the office of the Corporate Secretary through the Corporation's website. The Corporate Secretary shall report periodically to the Board, or any Committee to which this responsibility is delegated, on any valid concerns expressed by shareholders and other stakeholders.

G. Composition

(1) The composition and organization of the Board, including the number, qualifications and remuneration of directors, the number of Board meetings, Canadian residency requirements, quorum requirements, meeting procedures and notices of meetings shall comply with applicable requirements of the Canada Business Corporations Act, the securities laws and regulations applicable in the Province of Quebec and the articles and by-laws of the Corporation, subject to any exemptions or relief that may be granted from such requirements.

(2) Each director must have an understanding of the Corporation's principal operational and financial objectives, plans and strategies, and financial position and performance. Directors must have sufficient time to carry out their duties and not assume responsibilities that would materially interfere with, or be incompatible with, Board membership. Directors who experience a significant change in their personal circumstances, including a change in their principal occupation, are expected to advise the chair of the Human Resources and Compensation Committee.

(3) If the Chair is not independent (as defined in National Policy 58-201 - Corporate Governance Guidelines, as may be amended from time to time), then the independent directors shall select from among their number an independent director who will act as "Lead Director" and who will assume responsibility for providing leadership to enhance the effectiveness and independence of the Board. The Chair, if independent, or the Lead Director if the Chair is not independent, shall act as the effective leader of the Board and ensure that the Board's agenda will enable it to successfully carry out its duties.

H. Committees of the Board

(1) The Board has established the Audit Committee, the Human Resources and Compensation Committee and the Nominating and Governance Committee. Subject to applicable law, the Board may establish other Board committees or merge or dispose of any Board committee.

(2) The Board has approved mandates for each of the Board committees and shall approve mandates for each new Board committee. The Board shall review the Nominating and Governance Committee's recommendations regarding the appropriate structure, size, composition, mandate and members for each Board committee, and approve any modifications to such items as considered advisable.

(3) The Board has delegated to the applicable committee those duties and responsibilities set out in each committee's charter.

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(4) As required by applicable law, by applicable committee charter or as the Board may consider advisable, the Board shall consider for approval the specific matters delegated for review to the Board committees.

(5) To facilitate communication between the Board and each of the Board committees, each committee chair shall provide a report to the Board on material matters considered by the committee at the first Board meeting after the committee's meeting.

I. Meetings

(1) The Board will meet at least once in each quarter, with additional meetings held as deemed advisable. The Chair (or the Lead Director if the Chair is not independent) is primarily responsible for the agenda and for supervising the conduct of any Board meeting. Any director may propose the inclusion of items on the agenda, request the presence of, or a report by any member of senior management, or at any Board meeting raise subjects that are not on the agenda for that meeting.

(2) Meetings of the Board shall be conducted in accordance with the Corporation's articles and by-laws.

(3) The secretary of the Corporation (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, or any other person acting in such capacity, and subsequently presented to the Board for approval.

(4) The independent members of the Board shall hold regularly-scheduled meetings, or portions of regularly scheduled meetings, at which non-independent directors and members of management are not present.

(5) Each director is expected to attend all meetings of the Board and any committee of which he or she is a member. Directors will be expected to have read and considered the materials sent to them in advance of each meeting and to actively participate in the meetings.

(6) The Board shall have unrestricted access to management and employees of the Corporation (including, for greater certainty, its affiliates, subsidiaries and their respective operations). The Board shall have the authority to retain and terminate external legal counsel, consultants or other advisors to assist it in fulfilling its responsibilities and to set and pay the respective reasonable compensation of these advisors without consulting or obtaining the approval of any officer of the Corporation. The Corporation shall provide appropriate funding, as determined by the Board, for the services of these advisors.

J. Management

(1) The Board shall approve position descriptions for the Chair, the Lead Director and the chair of each Board committee. As required, the Board shall review the Nominating and Governance Committee's recommendations regarding such position descriptions.

(2) The Board shall approve a position description for the CEO which includes delineating management's responsibilities. The Board shall also approve the corporate goals and objectives that the CEO has responsibility for meeting. As required, the Board shall review this position description and, at least annually, such corporate goals and objectives.

(3) Each new director shall participate in the Corporation's initial orientation program and each director shall participate in the Corporation's continuing director development programs.

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As required, the Board shall review the Nominating and Governance Committee's recommendations regarding the Corporation's initial orientation program and continuing director development programs.

(4) This Board Mandate is a statement of broad policies and is intended as a component of the flexible governance framework within which the Board, assisted by its committees, directs the affairs of the Corporation. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Corporation's articles and by-laws, it is not intended to establish any legally binding obligations.

Adopted on October 16, 2009, last amended on April 20, 2021

SCHEDULE B SHAREHOLDER PROPOSALS

SHAREHOLDER PROPOSAL NO. 1 – MINIMIZING ALL FORMS OF WASTE

PROPOSAL SUBMITTED BY MÉDAC

"It is proposed that the corporation establish a policy to minimize waste in its operations by setting objectives and developing a formal action plan."

ARGUMENTATION SUBMITTED BY MÉDAC IN SUPPORT OF ITS PROPOSAL

"In April 2024, Bill 697¹[, an Act to combat waste,] was introduced in the National Assembly of Québec, having the following key objectives:

reducing food waste in Québec by half by 2030;
requiring processors, distributors and retailers to enter into agreements for the donation of their unsold, but still edible, products to organizations;
establishing a public registry to list unsold products from manufacturers, distributors and retailers;
prohibiting intentionally rendering unsold products unfit for consumption (for example, by spraying garbage cans with bleach).

An investigation led by the Coops de l'information, published in April 2024², revealed that the corporation's stores were throwing away tons of new products. Considering the importance the public places on the responsible behaviour of top executives, we are submitting this proposal to minimize waste within organizations."

RESPONSE OF THE CORPORATION

The Corporation is highly mindful of waste in all forms and is committed to minimizing product waste through stringent inventory management practices. The Corporation has not and would never throw away "tons of new products". In fact, we would never throw away any new products unless there were deemed unfit for sale. Our stores only discard products in small volumes, and only when product standards, quality, or safety considerations make such disposal necessary. To that end, the Corporation does not instruct stores to discard products unless they can no longer be offered for sale for the foregoing reasons.

Further, the Corporation has also implemented structural and direct initiatives aligned with its commitment to minimizing waste. For instance, inventory loss is factored into the compensation structure of field and store management, which creates strong incentives for local teams to reduce waste wherever possible. Following the publication of the article from the Coops de l'information, the Corporation reviewed its practices and restructured its seasonal consumables business to take a more aggressive approach to marking down perishable goods after a holiday season with the goal of significantly reducing the amount of perishable goods that will require discarding.

Despite the Corporation's best efforts, waste cannot be eliminated entirely due to regulatory, sanitary, and practical constraints. Given these realities, and in light of the Corporation's existing initiatives, the Board of Directors believes that a formal policy on waste minimization would not be an effective governance tool for further advancing the stated objective. Any such policy would likely be overly prescriptive, therefore

¹ https://www.assnat.qc.ca/fr/travaux-parlementaires/projets-loi/projet-loi-697-43-1.html
² https://www.lesoleil.com/enquete/2024/04/29/gaspillage-chez-dollarama-inacceptable-choquant-etindecent-T6MTZZBK3JHJPD4E3TC2QXAYTM/

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reducing the Corporation's ability to adapt as needed based on changing circumstances, and conversely if broadly construed, would not provide any concrete directional benefits beyond the Corporation's existing efforts. Instead, the Corporation remains focused on executing practical and results-driven waste reduction strategies through sound operational practices.

The Board of Directors therefore recommends that shareholders vote AGAINST the proposal.

SHAREHOLDER PROPOSAL NO. 2 – ADVANCED GENERATIVE AI SYSTEMS AND CODE OF CONDUCT

PROPOSAL SUBMITTED BY MÉDAC

"It is proposed that the corporation adhere to the Voluntary Code of Conduct on the Responsible Development and Management of Advanced Generative Artificial Intelligence (AI) Systems."

ARGUMENTATION SUBMITTED BY MÉDAC IN SUPPORT OF ITS PROPOSAL

"Over a year ago, the federal government published the Voluntary Code of Conduct on the Responsible Development and Management of Advanced Generative AI Systems.³ While AI presents many advantages, such as automated drafting, answering complex questions, producing realistic images or videos, and making decisions otherwise made by individuals, it also highlights the significant risks AI poses to health and safety, its potential to propagate bias, and its serious societal impacts, especially when misused by malicious actors.

It is revealing that even AI pioneers are wary of its risks. In early 2023, more than 350 AI industry leaders signed a statement⁴ urging the international community to prioritize mitigating the risk of "extinction" posed by AI, placing it on par with the threat of pandemics or nuclear war. The moratorium in question having not been implemented, it is reasonable to believe that the urgency to act is even greater today, as Joshua Bengio, one of the signatories of the moratorium request, stated in an interview with Les Affaires.⁵

Aware of the importance of a rigorous framework to manage and mitigate these risks, the federal government invited companies to adhere to the Code of Conduct, which outlines:

the measures that should be implemented pending the adoption of regulations under the Artificial Intelligence and Data Act;
the additional measures that should be taken by any company that develops or manages the operations of such a system made widely available for use, i.e. systems with a broader range of potentially harmful or inappropriate uses.

This proposal aims to invite the corporation's board of directors to decide whether it should adhere to this Code of Conduct."

RESPONSE OF THE CORPORATION

The Corporation is a Canadian brick and mortar business that creates hundreds of jobs annually and employs over 28,000 people. While it embraces technological advances, the Corporation fundamentally remains a people-driven business. While we may leverage artificial intelligence (AI) systems to optimize our operations, we do not develop or manage advanced generative AI systems.

³ https://ised-isde.canada.ca/site/isde/fr/code-conduite-volontaire-visant-developpement-gestion-responsables-systemes-dia-generative-avances
⁴ https://futureoflife.org/open-letter/pause-giant-ai-experiments/
⁵ https://www.lesaffaires.com/secteurs/techno/yoshua-bengio-le-moratoire-na-pas-eu-lieu-2/

The Voluntary Code of Conduct on the Responsible Development and Management of Advanced Generative AI systems (the "Voluntary Code") primarily targets developers and managers of advanced generative AI systems. As such, most of the obligations in the Voluntary Code are not directly applicable to the Corporation's operations. While the Voluntary Code also promotes broader principles of fairness, accountability, and transparency, the Corporation has already adopted practices aligned, where relevant, with these principles, as well as with applicable regulatory and ethical requirements. For example, the Corporation has adopted an AI acceptable use policy that sets clear expectations regarding the use of AI in the workplace. Moreover, technology oversight falls under the Audit Committee and the Corporation's AI initiatives are also discussed at the level of the Board of Directors.

The Board of Directors is confident that the existing governance structure and processes within the Corporation already allow for the responsible use and management of AI systems and that therefore it is unnecessary and, in large part, redundant for the Corporation to adhere to the Voluntary Code.

The Board of Directors therefore recommends that shareholders vote AGAINST the proposal.

SHAREHOLDER PROPOSAL NO. 3 – DISCLOSURE OF LANGUAGES MASTERED BY EXECUTIVES

PROPOSAL SUBMITTED BY MÉDAC

"It is proposed that the languages mastered by members of management be disclosed in the management information circular."

ARGUMENTATION SUBMITTED BY MÉDAC IN SUPPORT OF ITS PROPOSAL

"In 2023, we submitted a shareholder proposal requesting the disclosure of languages mastered by the directors of approximately 20 public companies. Following discussions, almost all of these companies — including the big 7 banks — agreed to disclose this information. This new proposal aims to disclose the same information for officers, and at least the "named executive officers."6

In recent years, several public controversies over language have tarnished the reputation of major public companies with regard to their social responsibility and the interpretation that they fulfill their duties and obligations in respect of diversity which are inherent in our societies. Language, which is at the heart of our democratic institutions, is in fact a fundamental attribute of the community. Such controversies, which are harmful in every respect, must be avoided. For this reason — and for several other — it is appropriate for all interested parties (stakeholders) to know, through formal and official disclosure, the languages mastered by its officers. Obviously, language "mastery" refers to a proficiency level sufficient for generalized use, verbal and written, across all spheres of activity of both legal and physical persons; a level of language sufficient to enable each officer to assume their duties and functions fully and completely with their teams, shareholders and all parties."

RESPONSE OF THE CORPORATION

Headquartered in Montréal, with operations in Québec, across Canada and in Latin America, the Corporation upholds and complies with all applicable laws and regulations relating to language in all jurisdictions in which it operates, including all requirements related to the French language in the course of its business activities and operations such as the Charter of the French Language in Québec

As a global corporation, the Corporation seeks in its executive management team a plurality of skills, including fluency in relevant languages. At this time, all of our executives are fluent in both French and English and are able to effectively communicate with each other and stakeholders in such languages.

6 As defined in, namely but not strictly limited to, Regulation 51-102 respecting Continuous Disclosure Obligations.

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Nonetheless, the Board of Directors does not believe that the inclusion of the disclosure requested by this shareholder proposal in the Corporation's management proxy circular is necessary or would provide any decision-useful information to shareholders.

The Board of Directors therefore recommends that shareholders vote AGAINST the proposal.

SHAREHOLDER PROPOSAL NO. 4 – DISCLOSURE OF LANGUAGES MASTERED BY EMPLOYEES

PROPOSAL SUBMITTED BY MÉDAC

“It is proposed that the languages required by the corporation to be mastered by employees be disclosed, broken down by jurisdiction, for all territories (countries, states, provinces) in which the corporation operates.”

ARGUMENTATION SUBMITTED BY MÉDAC IN SUPPORT OF ITS PROPOSAL

“When a candidate is hired, their skills are assessed to determine whether they meet the requirements of the job for which they are applying. Among these, of course, are language skills. Information on this subject is known to all companies. This information, in its statistical form, is of interest to everyone.

In recent years, several public controversies over language have tarnished the reputation of major public companies with regard to their social responsibility and the interpretation that they fulfill their duties and obligations in respect of diversity which are inherent in our societies. Language, which is at the heart of our democratic institutions, is in fact a fundamental attribute of the community. Such controversies, which are harmful in every respect, must be avoided. For this reason – and for several others – it is appropriate for all interested parties (stakeholders) to know, through formal and official disclosure, the languages mastered by the corporation’s employees. Obviously, language “mastery” refers to a proficiency level sufficient for generalized use, verbal and written, across all spheres of activity of both legal and physical persons; a level of language sufficient to enable each employee to assume their duties and functions fully and completely.”

RESPONSE OF THE CORPORATION

The Corporation employs over 28,000 individuals, with the majority in entry-level positions. Like any commercial business, we strive to serve our customers in their language of choice within the communities in which our stores are located.

We seek to employ individuals with fluency in languages which are prominent in the areas we operate, which includes the French language in Québec, and, where applicable, we comply with language laws and regulations. We also provide language tools to help employees enhance their linguistic skills and better serve customers in their language of choice. That said, the Corporation does not collect or maintain the data that would allow us to disclose the requested information accurately. We also note that the proposal is based on a concept of linguistic “mastery” that includes both an oral and a written component. However, written linguistic proficiency is not relevant for most of the Corporation's workforce.

The Board of Directors is in the view that this proposal is overly broad and that providing such disclosure would be costly while offering little to no decision-useful information for the Corporation’s shareholders.

The Board of Directors therefore recommends that shareholders vote AGAINST the proposal.

SHAREHOLDER PROPOSAL NO. 5 – ADVISORY VOTE ON ENVIRONMENTAL POLICIES

PROPOSAL SUBMITTED BY MÉDAC

“It is proposed that the corporation hold an annual advisory vote on its environmental and climate objectives and action plan.”

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ARGUMENTATION SUBMITTED BY MÉDAC IN SUPPORT OF ITS PROPOSAL

"Since the adoption of amendments to the Canada Business Corporations Act (CBCA) in 2019, directors have been able to consider, among other factors, the interests of shareholders, employees, creditors, consumers, governments and the environment in their decision-making. More recently, a bill was introduced in the Senate, which is now known as the 21st-Century Business Act (Bill S-285?), proposing substantive amendments to the CBCA. This legislative proposal defines the "raison d'être" of corporations and links the fiduciary duties of directors and officers to this new concept. According to the proposal, a corporation's "raison d'être" would be:

"to pursue its best interests while also ensuring:

to provide benefits to the community and the environment commensurate with its size and the nature of its operations;
to reduce, with a view to complete elimination, any harm it may cause to the community and the environment"

This legislative concern for environmental issues reflects the growing concern of shareholders and society at large regarding environmental issues and the impact organizations can have on the environment.

We are therefore asking the corporation's board of directors to reconsider its position with regards to its proposal."

RESPONSE OF THE CORPORATION

The Corporation is committed to serving Canadians with purpose by ensuring product accessibility, creating jobs, and delivering value for its shareholders. It recognizes the importance of environmental, social, and governance (ESG) considerations in its operations and remains dedicated to responsible and sustainable business practices.

The Board of Directors maintains direct oversight of ESG-related matters, and the Corporation reports on these issues to shareholders and stakeholders using recognized frameworks. To ensure transparency and accountability, we also publish a comprehensive ESG report detailing our progress on various ESG initiatives.

Further, engagement with our shareholders and stakeholders is an ongoing priority for us, including with respect to environmental matters. We actively seek input on these matters through various channels, and management regularly shares feedback from these interactions with the Board of Directors. This ongoing dialogue, combined with our transparency in our public disclosures, contributes to ensuring that we effectively gather shareholder perspectives on environmental issues, without needing to resort to an additional advisory vote on environmental policies.

We believe that accountability for environmental strategy should remain with the Board of Directors and management, as they are best positioned to assess and oversee its deployment. Relying on an advisory shareholder vote would be inappropriate, as it would place decision-making in respect of complex environmental strategies in the hands of shareholders, who are not best positioned to take-on that responsibility. These matters require the expertise of management and the strategic oversight of the Board of Directors, all of whom are mandated to act in the best interests of the Corporation and all stakeholders.

7 https://www.parl.ca/documentviewer/en/44-1/bill/S-285/first-reading

For these reasons, the Board of Directors does not believe that an advisory shareholder vote is the appropriate mechanism to achieve the Corporation's environmental objectives.

The Board of Directors therefore recommends that shareholders vote AGAINST the proposal.

SHAREHOLDER PROPOSAL NO. 6 – IN-PERSON ANNUAL SHAREHOLDER MEETINGS

PROPOSAL SUBMITTED BY MÉDAC

“It is proposed that the annual meetings of the corporation be held in person, with virtual meetings being able to serve as a supplement, without replacing in-person meetings.”

ARGUMENTATION SUBMITTED BY MÉDAC IN SUPPORT OF ITS PROPOSAL

“Since 2020, the year when annual meetings began to be held virtually due to health restrictions relating to COVID-19, we have raised numerous criticisms regarding the conduct of these meetings.”⁸

The following is written in the OECD Governance Principles:

“[...] it is necessary to scrupulously ensure that remote meetings do not reduce, compared to physical meetings, the opportunity offered to shareholders to have a dialogue with boards of directors and officers and to ask them questions. Some jurisdictions have provided guidance to facilitate the holding of remote meetings, in particular with regard to the handling of questions submitted to shareholders, shareholder responses, and their dissemination, with the aim of ensuring transparent consideration of questions by boards and management, including the manner in which questions are collected, combined, processed and communicated. Such guidance may also address how to manage disruptions related to technological tools that may hinder remote access to meetings.”⁹

We acknowledge the benefits of virtual meetings but believes they should not replace in-person meetings. In light of Teachers’¹⁰, our view is that annual shareholder meetings should be held in person, with virtual meetings serving as a supplement (in a hybrid format, as all banks have done in 2023) without replacing in-person meetings. All shareholders must enjoy the same rights, regardless of their method of participation, be it in person or remotely. This position is supported by several organizations, notably the Canadian Coalition for Good Governance (CCGG)¹¹ and many major institutional investors.”

RESPONSE OF THE CORPORATION

After careful consideration of the pros and cons associated with virtual, in-person and hybrid meetings, and in light of the Corporation’s experience acquired through its last four virtual meetings held between 2020 and 2024, the Corporation has elected to maintain the virtual-only format for 2025. The Corporation considers that holding a virtual-only meeting constitutes a responsible and appropriate use of its resources, which is aligned with its general approach and has ultimately enabled it over the years to generate shareholder value.

⁸ Assemblées annuelles : dérive virtuelle, MÉDAC, 2023-05-09 https://medac.qc.ca/2098/

⁹ Recommendation of the Council on Principles of Corporate Governance, OECD Legal Instruments, OECD/LEGAL/0413, adopted on 2015-07-08, amended on 2023-06-08 https://legalinstruments.oecd.org/en/instruments/OECD-LEGAL-0413

¹⁰ Good Governance is Good Business — 2023 Proxy Voting Guidelines, Ontario Teachers’ Pension Plan https://www.otpp.com/content/dam/otpp/documents/OTPP%20Proxy%20Voting%20Guidelines%202023%20EN.pdf

¹¹ “Virtual-only shareholder meetings are an unsatisfactory substitute for in-person shareholder meetings because they risk undermining the ability of shareholders to hold management accountable.”, Say no to virtual-only shareholder meetings – they let companies duck accountability, Catherine McCall, The Globe and Mail, May 21, 2023 https://www.theglobeandmail.com/business/commentary/article-say-no-to-virtualonly-shareholder-meetings-they-let-companies-duck/

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Virtual meetings offer significant advantages relative to in-person meetings, including the fact that they are unconstrained by the geographic, financial and logistical limitations of physical meetings, thus facilitating participation. As several of the Corporation's shareholders are located outside of Québec, a virtual format avoids favouring certain shareholders based on their geographical location. The Corporation also believes that the virtual format is the most effective way to connect with non-institutional shareholders, many of whom would not opt to travel to attend an in-person meeting. The Corporation's shift to virtual meetings has not impacted shareholder participation levels, with an average attendance at virtual meetings remaining comparable to the one of historical in-person meetings. Additionally, the virtual format has facilitated greater global access by various stakeholders, including employees, prospective shareholder and other non-shareholder guests.

The virtual platform chosen to conduct virtual meetings provides effective and efficient tools for accessing the meeting, following deliberations, real-time polling and Q&A, which can enhance shareholder engagement and participation compared to traditional in-person meetings. Additionally, virtual meetings are less burdensome in terms of preparation, organization and logistics. The resulting time efficiencies can lead to increased productivity and better allocation of resources, as employees can focus on other important tasks before, during and after the meeting. These freed-up resources can be redirected towards other strategic initiatives.

The broad adoption of the notice and access system by issuers has led to most meeting activities transitioning to an electronic format, and it follows that both the conduct of, and voting at, shareholder meetings should take advantage of technological advancements that increase efficiency while simultaneously preserving the rights and opportunities of shareholders to participate and engage on an equal footing.

The Corporation understands the appeal of in-person or hybrid format meetings, however the added value of the in-person component relative to the added complexity and costs is questionable. In-person or hybrid format meetings would not, in and of themselves, enhance shareholder rights, as the same general meeting participation principles described in "Rules of Conduct of the Meeting" for a virtual-only meeting would also apply.

The Corporation engages with its shareholders year-round and has been recognized for its strong investor relations program, towards which it invests significant time and resources. The Corporation is committed to continuously improving the shareholder meeting experience for all stakeholders by considering market trends and feedback received each year, and it encourages shareholders to provide further feedback on their experiences.

The Board of Directors therefore recommends that shareholders vote AGAINST the proposal.

SHAREHOLDER PROPOSAL NO. 7 – ABSTENTION OF VOTES AGAINST A DIRECTOR

PROPOSAL SUBMITTED BY MÉDAC

"It is proposed that the corporation annually review, on a regular basis, the reasons for the relatively low levels of support for the election of certain directors, including in its dialogue with shareholders, and provide a report in respect thereof in the circular."

ARGUMENTATION SUBMITTED BY MÉDAC IN SUPPORT OF ITS PROPOSAL

"Abstention votes remain relatively high for Mr. Gunn (compared to other directors). While we previously agreed not to submit similar proposals to a vote following explanations by the corporation, the issue persists, albeit to a lesser degree. What is the source of this recurring issue? Is it identifiable? Perhaps addressing these concerns could assist the corporation in resolving the situation and increase support for its nominee. In any event, the steps taken to address this issue should be clearly disclosed."

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RESPONSE OF THE CORPORATION

The Board of Directors and the Nominating and Governance Committee are responsible for overseeing board renewal, assessing director independence and evaluating the performance and effectiveness of the Board of Directors as a whole on an annual basis. As part of this process, the Board of Directors reviews and considers the voting results for the election of each director as part of its ongoing and annual assessment of the Board of Director's effectiveness and makes recommendations with respect to board composition. Moreover, directors and members of management regularly engage individually with shareholders and their representatives, including shareholders who have voted against the election of a director, to better understand their perspective, to increase transparency regarding the Corporation's governance practices and to discuss various topics, including, as relevant, the rationale for not implementing arbitrary term limits or retirement policies.

While the Corporation cannot determine with certainty the reasons for each shareholder's vote, discussions with shareholders have indicated that last year's voting results with respect to Mr. Gunn may have reflected the voting policies and guidelines of a limited number of institutional shareholders, notably with respect to director tenure. The Corporation further believes that Mr. Gunn in particular may have received incrementally more "against" votes due, in part, to his positions as both chairman of the Board of Directors and chair of the Nominating and Governance Committee, as disclosed in the "Corporate Governance" section of this Circular beginning on page 51.

The disclosure in this Circular, more specifically in the section titled "Corporate Governance", provides the meaningful information for the Corporation's shareholders and other stakeholders in respect of this matter.

The Board of Directors therefore recommends that shareholders vote AGAINST the proposal.

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AI assistant

Dollarama Inc. — Proxy Solicitation & Information Statement 2025

46470_rns_2025-05-06_382fef55-5215-4e32-b4ba-d0a8a1903f10.pdf

LETTER FROM THE CHAIRMAN

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF THE MATERIALS

TABLE OF CONTENTS

MANAGEMENT PROXY CIRCULAR

NOTICE-AND-ACCESS

IMPORTANT INFORMATION ABOUT THE MEETING

ATTENDING THE VIRTUAL MEETING

RULES OF CONDUCT OF THE MEETING

WHO CAN VOTE

Registered Shareholders

Non-Registered Shareholders

VOTING BY PROXY IN ADVANCE OF THE MEETING

HOW YOUR SHARES WILL BE VOTED

PARTICIPATING AND VOTING AT THE MEETING

Appointing a Third-Party Proxyholder to Participate and Vote at the Meeting

How to Attend the Meeting as a Guest

CHANGING YOUR VOTE OR REVOKING YOUR PROXY

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

BUSINESS OF THE MEETING

FINANCIAL STATEMENTS

ELECTION OF DIRECTORS

APPOINTMENT OF AUDITOR

ADVISORY VOTE ON EXECUTIVE COMPENSATION

SHAREHOLDER PROPOSALS

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

DESCRIPTION OF PROPOSED DIRECTOR NOMINEES

Explanatory Notes Associated with Proposed Nominees' Profiles

JOSHUA BEKENSTEIN

Senior Advisor

2024 Annual Meeting of Shareholders Voting Results

Other Public Company Directorships in Past Five Years

Board/Committee Memberships

Top Relevant Competencies

Value of Total Compensation Received as Director

Securities Held as at the end of Fiscal 2025

GREGORY DAVID

Chief Executive Officer

Board/Committee Memberships

Top Relevant Competencies

Value of Total Compensation Received as Director

Securities Held as at the end of Fiscal 2025

ELISA D. GARCIA C.

Corporate Director

2024 Annual Meeting of Shareholders Voting Results

Board/Committee Memberships

Other Public Company Directorships in Past Five Years

Top Relevant Competencies

Value of Total Compensation Received as Director

Securities Held as at the end of Fiscal 2025

STEPHEN GUNN

Corporate Director

2024 Annual Meeting of Shareholders Voting Results

Other Public Company Directorships in Past Five Years

Top Relevant Competencies

Value of Total Compensation Received as Director

Securities Held as at the end of Fiscal 2025

KRISTIN MUGFORD

2024 Annual Meeting of Shareholders Voting Results

Other Public Company Directorships in Past Five Years

Senior Lecturer

Harvard Business School

Value of Total Compensation Received as Director

Securities Held as at the end of Fiscal 2025

NICHOLAS NOMICOS

Senior Advisor

Nonantum Capital Partners, LLC

2024 Annual Meeting of Shareholders Voting Results

Other Public Company Directorships in Past Five Years

Top Relevant Competencies

Value of Total Compensation Received as Director

Securities Held as at the end of Fiscal 2025

Other Public Company Directorships in Past Five Years

President and Chief Executive Officer Dollarama Inc.

Value of Total Compensation Received as Director

2024 Annual Meeting of Shareholders Voting Results

Other Public Company Directorships in Past Five Years

Dollarama Inc. Proxy Solicitation & Information Statement 2025