Supremex Inc. — Proxy Solicitation & Information Statement 2023

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NOTICE OF ANNUAL MEETING AND INFORMATION CIRCULAR

ANNUAL MEETING OF SHAREHOLDERS OF SUPREMEX INC.

March 31, 2023

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SUPREMEX INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual meeting (the “ Meeting ”) of holders (the “ Shareholders ”) of common shares (the “ Shares ”) of Supremex Inc. ( “Supremex ” or the “Company” ) will be held at the office of Stikeman Elliott LLP located at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, M5L 1B9 on Wednesday, May 10, 2023 at 11:00 a.m. (Eastern time) for the following purpose:

• (1) to receive the audited consolidated financial statements of Supremex for the financial year ended December 31, 2022, together with the independent auditors’ report;

• (2) to elect the directors of Supremex (the “ Directors ”) who will serve until the end of the next annual Shareholders’ meeting or until their successors are elected or appointed;

• (3) to appoint the auditors of Supremex and authorize the Directors to fix their remuneration;

• (4) to ratify the advance notice by-law (the “ Advance Notice By-Law ”) adopted by the Board of Directors (the “ Board ”) on August 10, 2022; and

• (5) to transact such other business as may properly come before the Meeting or any adjournment thereof.

The accompanying management information circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice.

The management’s discussion and analysis of financial condition and results of operations, the audited consolidated financial statements of Supremex and the auditors’ report for the financial year ended December 31, 2022 are posted at www.sedar.com .

The record date (the “ Record Date ”) for determining those Shareholders entitled to receive notice and to vote at the Meeting, or any adjournment thereof, is the close of business on March 23, 2023. Only persons registered as Shareholders of Supremex as of the close of business on 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. The failure of any Shareholder to receive notice of the Meeting does not deprive the Shareholder of the right to vote at the Meeting. Shareholders are invited to attend the Meeting; there will be an opportunity to ask questions and meet management.

A Shareholder who is unable to be present at the Meeting and who wishes to appoint a person other than the management nominees identified on the form of proxy to represent him or her at the Meeting may do so either by striking out the names set forth in the enclosed form of proxy and by inserting such person’s name in the blank space provided therein or by completing another proper form of proxy, and, in either case, by returning the completed proxy in the pre-addressed return envelope provided for that purpose to Computershare Investor Services Inc. at 100 University Avenue, 8[th] floor, Toronto, Ontario, M5J 2Y1, such form of proxy to be received by Computershare no later than 5:00 p.m. (Eastern time) on May 8, 2023 or if the Meeting is adjourned, no later than 48 hours before any reconvened meeting. Non-Registered Shareholders should carefully follow the instructions of their intermediaries to ensure that their Shares are voted at the Meeting in accordance with such Shareholder’s instructions.

DATED at Montreal, Quebec, this 31[st ] day of March, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Stewart Emerson President and Chief Executive Officer of Supremex

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TABLE OF CONTENTS

TABLE OF CONTENTS	TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS .............................................................................................. I
1. INFORMATION CIRCULAR ................................................................................................................................... 5
1.1	Introduction .................................................................................................................................................. 5
1.2	Voting Information ........................................................................................................................................ 5
1.3	How to Vote – Registered Shareholders ...................................................................................................... 5
1.4	Voting by Proxy Before the Meeting ............................................................................................................. 5
1.5	Appointment of a Third-Party as Proxy ........................................................................................................ 6
1.6	Changing or Revoking your Vote ................................................................................................................. 6
1.7	How to Vote – Non-Registered Shareholders .............................................................................................. 7
1.7.1	Appointment of a Third-Party as Proxy ........................................................................................................ 7
1.7.2	Revoking your Vote ...................................................................................................................................... 8
1.8	Voting of Proxies .......................................................................................................................................... 8
1.9	Completing the Form of Proxy...................................................................................................................... 8
1.10	Record Date ................................................................................................................................................. 9
1.11	Voting Requirements .................................................................................................................................... 9
1.12	Voting Shares and Quorum .......................................................................................................................... 9
1.13	Principal Shareholders ............................................................................................................................... 10
2. INTERESTS OF CERTAIN PERSONS OR COMPANIES IN THE MATTERS TO BE ACTED UPON ................ 10
3. BUSINESS OF THE MEETING ............................................................................................................................ 10
3.1	Election of Directors ................................................................................................................................... 10
3.2	Appointment of Auditors ............................................................................................................................. 11
3.3	Audit Fees .................................................................................................................................................. 11
3.4	Presentation of Financial Statements ......................................................................................................... 11
3.5	Ratification of the Advance Notice By-Law ................................................................................................ 11
4. NOMINEES FOR ELECTION TO THE BOARD ................................................................................................... 12
4.1	Description of the Proposed Director Nominees ........................................................................................ 12
4.2	Corporate Cease Trade Orders or Bankruptcies ........................................................................................ 15
4.3	Penalties or Sanctions ............................................................................................................................... 15
4.4	Personal Bankruptcies ............................................................................................................................... 16
4.5	Directors’ Liability Insurance ...................................................................................................................... 16
4.6	Directorship of Other Reporting Issuers ..................................................................................................... 16
4.7	Meetings and Attendance .......................................................................................................................... 16
4.8	Compensation of Directors ......................................................................................................................... 17
5. COMPENSATION DISCUSSION AND ANALYSIS ............................................................................................. 19
5.1	Compensation Discussion and Analysis .................................................................................................... 19
5.2	Human Resources Committee ................................................................................................................... 19
5.3	External Independent Consultant ............................................................................................................... 20
5.4	Objective of Compensation Program ......................................................................................................... 20
5.5	Elements of Compensation Program, Determination and Rationale for Amounts of each Element ........... 21
5.6	New Long-term Incentive Plan and Ownership Requirements ................................................................... 25
5.7	Chief Executive Officer ............................................................................................................................... 26
5.8	Performance Graph .................................................................................................................................... 27
5.9	Insider Policy .............................................................................................................................................. 28
5.10	Summary Compensation Table .................................................................................................................. 28
5.11	Termination of Employment, Change of Responsibilities, Change of Control and
	Employment Agreements ..................................................................................................................... 28
6. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ..................................................................... 29
7. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS .......................................................... 29

8. CORPORATE GOVERNANCE DISCLOSURE .................................................................................................... 29	8. CORPORATE GOVERNANCE DISCLOSURE .................................................................................................... 29
8.1	Guidelines and Policies .............................................................................................................................. 30
8.2	Independence of the Board ........................................................................................................................ 31
8.3	Independent Directors’ Meetings ................................................................................................................ 31
8.4	Independent Chair ...................................................................................................................................... 32
8.5	Board of Directors Size .............................................................................................................................. 32
8.6	Mandate of the Board ................................................................................................................................. 32
8.7	Position Description ................................................................................................................................... 32
8.8	Orientation and Continuing Education ........................................................................................................ 33
8.9	Ethical Business Conduct .......................................................................................................................... 33
8.10	Nomination of Directors .............................................................................................................................. 33
8.11	Assessment of Directors ............................................................................................................................ 34
9. OTHER INFORMATION ....................................................................................................................................... 34
9.1	General ...................................................................................................................................................... 34
9.2	Additional Information ................................................................................................................................ 34
9.3	Normal Course Issuer Bid .......................................................................................................................... 34
10. SHAREHOLDER PROPOSALS FOR OUR NEXT ANNUAL SHAREHOLDERS MEETING .............................. 35
11. APPROVAL OF DIRECTORS .............................................................................................................................. 35
APPENDIX A - CHARTER OF THE BOARD OF DIRECTORS ................................................................................. A1
APPENDIX B – ADVANCE NOTICE BY-LAW ........................................................................................................... B1

1. INFORMATION CIRCULAR

1.1 Introduction

This Management Information Circular (the “Information Circular”) is provided in connection with the solicitation of proxies by the management of Supremex Inc. (“Supremex” or the “Company”) for use at the annual meeting (the “Meeting”) of holders (collectively, the “Shareholders”) of common shares (the “Shares”) of Supremex to be held at the time and place and for the purposes set forth in the accompanying Notice of the Meeting, and all adjournments thereof.

Attendees at the Meeting will be required to comply with any legal restrictions that may be in place at the time of the Meeting in response to the public health impact of COVID-19.

It is expected that the solicitation will be made primarily by mail but proxies may also be solicited by telephone, over the Internet, in writing or in person, by Directors, Officers or regular employees of Supremex and its subsidiaries who will receive no compensation therefore in addition to their regular remuneration. The cost of any such solicitation is expected to be nominal and will be borne by Supremex. Supremex may also reimburse brokers and other persons holding Shares in their name or in the name of nominees, including objecting beneficial owners, for their costs incurred in sending proxy material to their principals in order to obtain their proxies. Such costs are expected to be nominal.

Unless the context indicates otherwise, all references to Supremex or the Company refer to Supremex Inc. and, as applicable, its predecessor, Supremex Income Fund (the “ Fund ”).

1.2 Voting Information

As a Shareholder of Supremex, it is very important that you read this information carefully and then vote your Shares, either by proxy or at the Meeting.

Voting by proxy means that you are giving the person or people named on your proxy form (each a “proxyholder”) the authority to vote your Shares for you at the Meeting or any adjournment or postponement thereof. A proxy form or voting information form is included in this package.

If you vote by proxy, the individuals who are named on the proxy form or voting information form will vote your Shares for you, unless you appoint someone else to be your proxyholder. You have the right to appoint another person of your choice who need not be a Shareholder to represent you at the Meeting. If you appoint someone else, they must attend the Meeting to vote your Shares. See “How to Vote – Registered Shareholders” or “How to Vote - Non-Registered Shareholders” for additional information.

If you are voting your Shares by proxy, our transfer agent, Computershare Investor Services Inc. (“ Computershare ” or the “ Transfer Agent ”), or other agents we appoint must receive your signed proxy form or voting information form by 5:00 p.m. (Eastern time) on May 8, 2023 or if the Meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of such adjourned or postponed meeting. The time limit for deposit of proxies may be waived by the chair of the Meeting (the “ Chair of the Meeting ”) in the Chair of the Meeting’s sole discretion without notice.

1.3 How to Vote – Registered Shareholders

You are a registered shareholder (“ Registered Shareholder ”) if your name appears on your share certificate, Direct Registration System Statement or on the register maintained by our transfer agent, Computershare. If you are a Registered Shareholder, you will receive a proxy form.

1.4 Voting by Proxy Before the Meeting

You may vote before the Meeting by completing your form of proxy in accordance with the instructions provided therein. Registered Shareholders have three options to vote by proxy:

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Online:	Go towww.investorvote.com and follow the instructions on screen. You will need the 15-digit control number listed on your proxy. You do not need to return your proxy form if you vote on the Internet.
By Mail or Courier:	Complete, sign and date the proxy form and return it in the envelope we have provided to 100 University Avenue, 8thFloor, Toronto, ON M5J 2Y1, Attn: Proxy Department. Proxies must be returned in advance of the deadline. Please see “Completing the Proxy Form” on the form for more information.
By Fax:	Complete, sign and date the proxy form and return it by fax to Computershare at 1 866 249-7775. Proxies must be returned in advance of the deadline. Please see “Completing the Proxy Form” on the form for more information.

If you vote by proxy, the individuals named on the proxy form will vote your Shares for you unless you appoint someone else to be your proxyholder. You have the right to appoint another person of your choice who need not be a Shareholder to represent you at the Meeting, (a “third-party proxyholder”) other than the persons designated in the proxy form. See below under “Appointment of a Third-Party as Proxy” for instructions.

Non-Registered Shareholders should also carefully follow all instructions provided by their intermediaries to ensure that their Shares are voted at the Meeting.

1.5 Appointment of a Third-Party as Proxy

If you wish to appoint a third-party proxyholder to represent you and vote your Shares at the Meeting, you MUST submit your form of proxy appointing that third-party proxyholder .

To appoint a third-party proxyholder, insert such person’s name in the blank space provided in the form of proxy and follow the instructions for submitting such form.

Make sure that the person you appoint as your third-party proxyholder is aware that he or she has been appointed and attends the Meeting.

1.6 Changing or Revoking your Vote

You can change a vote you made by proxy by:

• voting again online at www.investorvote.com before 5:00 p.m. (Eastern time) on May 8, 2023; or

• completing a proxy form or voting instruction form, as applicable, that is dated later than the proxy form or voting instruction form you are changing and mailing or faxing it to Computershare so that it is received before 5:00 p.m. (Eastern time) on May 8, 2023.

You can revoke a vote you made by proxy by:

• completing a proxy form or voting instruction form, as applicable, that is dated later than the proxy form or voting instruction form you are revoking and mailing or faxing it to Computershare so that it is received before 11:00 a.m. (Eastern time) on May 8, 2023;

• sending a revocation notice in writing to the Corporate Secretary of the Company at its registered office so that it is received at any time up to and including the last business day before the date of the Meeting or any adjournment or postponement thereof; or

• requesting from the Chair of the Meeting in writing on the day of the Meeting or any adjournment or postponement thereof that your proxy be revoked.

The written request can be from you or your authorized attorney.

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1.7 How to Vote – Non-Registered Shareholders

You are a non-registered (or beneficial) shareholder (a “ Non-Registered Shareholder ”) if your Shares are registered in the name of an intermediary such as a bank, trust company, securities dealer, trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans (each an “ Intermediary ”) or in the name of a depository (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant. If so, your Shares will not be registered in your name on our records. Non-Registered Shareholders will have received from their Intermediary a package of information with respect to the Meeting, including either a proxy form or a voting instruction form. Unless you instruct your Intermediary to vote in accordance with their request for voting instructions, they are generally prohibited from voting your Shares, as Shares should only be voted upon instructions of the beneficial holder. To vote by proxy before the Meeting, complete and return the enclosed form of proxy or voting instruction form in accordance with the instructions provided therein.

You may also vote your Shares online through your nominee by following the instructions provided to you by them. Please read the instructions below regarding how to vote at, or attend, the Meeting under “Appointment of a Third-Party as Proxy” in the Circular.

If you are not sure whether you are a Registered Shareholder or a Non-Registered Shareholder, please contact our transfer agent, Computershare:

Phone:	1 800 564-6253 (toll-free in Canada and the United States)	514 982-7555 (from outside Canada and the United States)
Fax:	Fax: 1 888 453-0330 (toll-free in Canada and the United States)	416 263-9394 (from outside Canada and the United States)
Mail:	100 UniversityAvenue, 8th Floor, Toronto ON M5J 2Y1
E-mail:	[email protected]

1.7.1 Appointment of a Third-Party as Proxy

We do not have a record of the names or holdings of our Non-Registered Shareholders. If you are a NonRegistered Shareholder and wish to vote at the Meeting, or have a third-party attend and vote on your behalf, you MUST submit your voting instruction form or form of proxy (as applicable), appointing yourself or such third-party proxyholder .

Appoint yourself or the third-party you wish to appoint as proxyholder by inserting your own name, or such third-party’s name, in the space provided on the voting instruction form or form of proxy sent to you by your Intermediary. Follow all of the applicable instructions provided by your Intermediary (including the deadline), which may differ based on the Intermediary. It is important that you carefully comply with the signature and return instructions provided by your Intermediary. If you have not received a package containing a voting instruction form or form of proxy, please contact your Intermediary.

If you do not duly appoint yourself as proxyholder then you will only be able to attend the Meeting as a guest.

If you are a Non-Registered Shareholder located in the United States and wish to vote at the Meeting or, if permitted, appoint a third-party as your proxyholder , you must obtain a valid legal proxy from your Intermediary.

Follow the instructions from your Intermediary included with the legal proxy form and the voting instruction form sent to you, or contact your Intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your Intermediary, you must then submit such legal proxy to Computershare. Requests for registration from Non-Registered Shareholders located in the United States that wish to vote at the Meeting or, if permitted, appoint a third-party as their proxyholder must be sent by email to

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[[email protected]], or by courier to Computershare Investor Services Inc., 100 University Avenue, 8[th] Floor, Toronto, ON M5J 2Y1, and, in both cases must be labeled “Legal Proxy” and received no later than the voting deadline of 5:00 p.m. (Eastern time) on May 8, 2023 or 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of any adjournment or postponement of the Meeting.

1.7.2 Revoking your Vote

A Non-Registered Shareholder may revoke a voting instruction form or proxy which has been given to an Intermediary by written notice to the Intermediary or by submitting a voting instruction form or proxy bearing a later date in accordance with the applicable instructions. Intermediaries may set deadlines for the receipt of revocation notices that are farther in advance of the Meeting than those set out herein and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of a proxy or voting instruction form to ensure it is given effect at the Meeting.

1.8 Voting of Proxies

The Shares represented by the accompanying form of proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for. If the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. If no specification has been made with respect to any such matter, the persons named in the enclosed form of proxy intend to cast the votes represented by such proxy.

• (1) FOR the election of the directors of Supremex (the “ Directors ”);

• (2) FOR the appointment of the auditors of Supremex and the authorization of the Directors to fix their remuneration; and

• (3) FOR the adoption of an ordinary resolution ratifying the Advance Notice By-Law approved by the Board on August 10, 2022.

The accompanying form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the notice of the Meeting and other matters which may properly come before the Meeting or any adjournment thereof. As at March 31, 2023, the Directors of Supremex know of no such amendments, variations or other matters. If matters which are not known as at March 31, 2023, should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the person voting it.

1.9 Completing the Form of Proxy

You can choose to vote “For” or “Against” with respect to the election of the Directors and “For” or “Withhold” with respect to the appointment of the auditors. If you are a Non-Registered Shareholder voting your Shares, please follow the instructions provided in the voting instruction form provided.

When you sign the form of proxy without appointing an alternate proxyholder, you authorize Messrs. Robert B. Johnston or Stewart Emerson, the Chair of the Board of Supremex and the President and Chief Executive Officer (“ CEO ”) of Supremex, respectively, to vote your Shares for you at the Meeting in accordance with your instructions. If you return your proxy without specifying how you want to vote your Shares, your vote will be counted FOR the election of the Directors, FOR the appointment of the auditors and as your proxyholder sees fit on any other matters to be considered at the Meeting.

You have the right to appoint someone other than the proxy nominees to be your proxyholder. If you are appointing someone else to vote your Shares for you at the Meeting, fill in the name of the person voting for you in the blank space provided on the form of proxy. See “Appointment of a Third-Party as Proxy”.

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A proxyholder has the same rights as the Shareholder by whom he or she was appointed to speak at the Meeting in respect of any matter, to vote by way of ballot at the Meeting and, except where one proxyholder has conflicting instructions from more than one Shareholder, to vote at the Meeting in respect of any matter by way of any show of hands.

If you are an individual Shareholder, you or your authorized attorney must sign the form of proxy. If you are a corporation or other legal entity, an authorized officer or representative must sign the form of proxy.

If you need assistance completing your form of proxy (or voting instruction form), please contact Computershare Investor Services Inc. at 1 800 564-6253 for service in English or in French.

1.10 Record Date

The record date (the “ Record Date ”) for determining those Shareholders entitled to receive notice and to vote at the Meeting is the close of business on March 23, 2023. Only persons registered as Shareholders on the books of Supremex as of the close of business on 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. The failure of any Shareholder to receive notice of the Meeting does not deprive the Shareholder of the right to vote at the Meeting.

The information contained herein is given as at March 31, 2023, except as otherwise stated.

1.11 Voting Requirements

The appointment of the auditors of Supremex, the election of the directors of Supremex and the ratification of the Advance By-Law will be determined by a majority of votes cast at the Meeting. If there is a tie, the Chair of the Meeting is not entitled to a second or casting vote, and the motion will not pass. The Transfer Agent counts and tabulates the votes.

Non-Registered Shareholders are either objecting beneficial owners who object that Intermediaries disclose information about their ownership in the Company, or non-objecting beneficial owners, who do not object to such disclosure. The Company pays intermediaries to send proxy-related materials to both objecting and non-objecting beneficial owners.

1.12 Voting Shares and Quorum

As of March 31, 2023, 25,977,069 Shares were outstanding, each carrying the right to one vote on all matters to come before the Meeting. Shareholders of record on March 23, 2023 are entitled to receive notice of and vote at the Meeting. The list of Shareholders entitled to vote at the Meeting will be available for inspection on and after March 31, 2023 during usual business hours at the Montreal office of the Transfer Agent, Computershare Investor Services Inc. at 1500 Robert-Bourassa Blvd., 7[th] floor, Montreal (QC) H3A 3S8 and at the Meeting.

A quorum of Shareholders is present at the Meeting if two or more individuals present in person either hold personally or represent as proxies not less than 25% in the aggregate of the votes attached to all outstanding Shares. If a quorum is present within 30 minutes of the time fixed for the Meeting, the Shareholders present or represented by proxy may proceed with the business of the Meeting. If a quorum is not present within 30 minutes of the time fixed for the Meeting, the Shareholders present or represented by proxy may adjourn the Meeting to a day not less than 14 days later and to such place and time as may be determined by the Chair of the Meeting but may not transact any other business.

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1.13 Principal Shareholders

The following table shows the name and information of the two persons who, as March 31, 2023, owned of record, or who, to the knowledge of Supremex, owned beneficially, directly or indirectly, or controlled or directed more than 10% of the Shares.

Name	Number of Shares Beneficially Owned or Over Which Control of Direction is Exercised	Percentage of Outstanding Shares
The Article 6 Marital Trust created under the First Amended and Restated Jerry Zucker Revocable Trust dated 4-2-07	6,133,585	23.7%
George Christopoulos	2,689,756	10.4%

2. INTERESTS OF CERTAIN PERSONS OR COMPANIES IN THE MATTERS TO BE ACTED UPON

As at March 31, 2023, the Directors and Officers of Supremex and their associates, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, an aggregate of 413,534 Shares representing approximately 1.6% of the outstanding Shares.

No Director or Officer of Supremex, or any person who has been a Director or Officer of Supremex since the beginning of Supremex’ last fiscal year, nor any associate or affiliate of any such person, 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.

3. BUSINESS OF THE MEETING

3.1 Election of Directors

Supremex is required to have a minimum of three and a maximum of ten Directors and a minimum of 25% of the Directors shall be residents of Canada. The Board is currently comprised of eight Directors.

Directors of Supremex are elected annually. Unless a proxy specifies that the Shares it represents should be withheld from voting in respect of the election of a proposed nominee or voted in accordance with the specification in the proxy, the persons named in the enclosed form of proxy intend to vote FOR the election of the proposed nominees whose names are set forth below in the section “Nominees for Election to the Board - Description of the Proposed Director Nominees”. Each elected Director of Supremex will hold office until the next annual meeting or until his successor is elected or appointed, unless his office is vacated earlier.

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

The election of directors at the Meeting is governed by the new majority voting requirements under the Canada Business Corporations Act (“ CBCA ”) which took effect on August 31, 2022. Pursuant to such requirements, in an uncontested election of directors, a nominee must receive 50% or more of the total votes cast "for" such nominee by shareholders in favour of their election in order to be elected as a director of the Company. Since the Company’s majority voting policy is generally to the same effect as the new majority voting requirements under the CBCA, the Board has resolved to revoke this policy. As such, the Company's majority voting policy will no longer be applicable to the election of directors at the Meeting.

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3.2 Appointment of Auditors

At the Meeting, Shareholders will be asked to reappoint Ernst & Young LLP (“ Ernst & Young ”), Montreal, as auditors of Supremex to serve until the end of the next annual Shareholders meeting or until their successors are appointed at a remuneration to be determined by the Directors of Supremex. Ernst & Young was first appointed as auditors of Supremex on February 10, 2006. Ernst & Young has informed Supremex that it is independent of the Company with respect to Supremex within the meaning of the Code of Ethics of the Ordre des comptables professionnels agréés du Québec.

Unless a proxy specifies that the 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 enclosed form of proxy intend to vote FOR the reappointment of Ernst & Young, Montreal, as auditors of Supremex, and the authorization of the Directors to fix their remuneration.

3.3 Audit Fees

During the fiscal years ended December 31, 2022 (“ Fiscal 2022 ”) and 2021 (“ Fiscal 2021 ”), Supremex retained Ernst & Young as auditors to provide services in the categories and for the approximate amounts that follow:

Fees	Fiscal 2022 ($)	Fiscal 2021 ($)
Audit Fees(1)	347,875	260,613
Audit-RelatedFees(2)	24,500	22,500
TaxCompliance andPreparation Fees	89,395	92,205
Tax Advise and Planning Fees	5,000	45,700
Total Fees	466,770	421,018

(1) “Audit Fees” include fees for professional services rendered for the audit of Supremex’ annual financial statements and for related consultations, audit of business combinations and review of correspondence with regulatory authorities.

(2) “Audit-Related Fees” include fees paid for the execution of computerized tests on internal controls for management and for cyber security program assessment.

Additional details with respect to the Audit Committee can be found under the section “Audit Committee” of the Annual Information Form, which can be viewed at www.sedar.com .

3.4 Presentation of Financial Statements

The consolidated financial statements of Supremex for its financial year ended December 31, 2022 and the independent auditors’ report will be presented at the Meeting. The audited consolidated financial statements and the management’s discussion and analysis of the 2022 fiscal year end are available on the Company’s website www.supremex.com and on SEDAR at www.sedar.com .

3.5 Ratification of the Advance Notice By-Law

On August 10, 2022, the Board adopted the Advance Notice By-Law, the full text of which is reproduced as Appendix B to this Circular. The Advance Notice By-Law requires that an advance notice be given to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company. The Advance Notice By-Law sets a deadline by which shareholders must submit a notice of director nominations to the Company prior to any annual or special meetings of shareholders where directors are to be elected. In addition, it also provides the information which a shareholder is required to include in the advance notice for it to be valid in order for the Company to be able to evaluate the proposed nominees’ qualifications and suitability as directors. At the meeting, the shareholders will be asked to review and, if deemed appropriate, to adopt the following resolution in order to ratify the Advance Notice By-Law:

“BE IT RESOLVED, AS A RESOLUTION OF THE SHAREHOLDERS:

THAT the Advance Notice By-Law adopted by the Board on August 10, 2022, the full text of which is reproduced as Appendix B to the Management Proxy Circular, be ratified;

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THAT any director or officer of the Company be and his hereby authorized and directed, for and on behalf of the Company, to do all acts and things, as such director or officer may determine necessary or advisable to give effect to this resolution.”

The Board and management consider that the Advance Notice By-Law is in the best interest of the Company and, consequently, recommend that the shareholders vote FOR the approval of the resolution relating to this by-law which, in order to be adopted, requires the affirmative vote of not less than a simple majority of the votes cast, in person or by proxy, at the meeting. Unless a proxy specifies that the Shares it represents should be withheld from voting in respect of the ratification of the Advance Notice By-Law or voted in accordance with the specification in the proxy, the persons named in the enclosed form of proxy intend to vote FOR the approval of the resolution relating to the ratification of the Advance Notice By-Law.

4. NOMINEES FOR ELECTION TO THE BOARD

4.1 Description of the Proposed Director Nominees

Eight Directors are proposed for election at the Meeting, each of whom is to hold office until the close of the next annual meeting of shareholders or until his successor is elected or appointed. All of the individuals nominated as Directors are currently members of the Board of Supremex. All nominees have established their eligibility and willingness to serve as Directors.

The following summary sets forth for each person proposed to be nominated for election by Supremex as a Director of Supremex, his/her name, municipality, province or state of residence and country of residence, his/her principal occupation, business or employment held presently and within the five preceding years, the date of his/her election or appointment as Director of Supremex, the committees on which he/she serves and other boards of companies on which he/she serves. The summary also indicates whether the nominee is independent, and the number of Shares beneficially owned, directly or indirectly, or controlled or directed by him/her, the number of Deferred Share Units (“ DSU ”) and, if applicable, Performance Share Units (“ PSU ”) owned as at March 31, 2023 and the information on the ownership guideline.

Name	Principal Occupation
	Executive Vice President and Chief Strategy Officer of The InterTech Group, Inc. Robert B. Johnston is Executive Vice President and Chief Strategy Officer of The InterTech Group, Inc. since 2008. Mr. Johnston previously served as Chief Executive Officer and Vice Chairman of The Hudson’s Bay Company. Mr. Johnston is a Director of Circa Enterprises Inc., Colabor Group Inc., FIH group plc, RGC Resources Inc. and Swiss Water Decaffeinated Coffee Inc. Mr. Johnston holds an MBA Degree from the John Molson School of Business, a Master’s Degree in Public Policy and Public Administration, as well as a Bachelor’s Degree in Political Science from Concordia University and holds the ICD.D designation from the Institute of Corporate Directors. He also completed the Oxford Advanced Management and Leadership Program.
Robert B. Johnston Isle of Palms, South Carolina, US Director since May 8, 2014 Chairman since December 11, 2014 Independent Number of Shares: 132,500 Number of DSU: 0 Met ownership guideline: Yes

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Principal Occupation

Name

Independent Consultant and Corporate Director

Nicole Boivin[(1)] Brantford (ON), CA

Nicole Boivin is a Strategic Consultant and Corporate Director. She started her independent practice in 2017 and acts as a strategic advisor to boards and executives dealing with change and driving value in multiple growth sectors and planning for the future work. She is a contingent faculty member with the Schulich School of Business of York University and is the Creator and Program Director for the ESG Exec Ed Program starting in the fall. From 1999 to 2014, Mrs. Boivin held various executive positions with Manulife as the Global Chief Branding and Communications Officer and the Senior Vice President, Human Resources and Communication for the Canadian Division. Mrs. Boivin currently serves on the board of RES PUBLICA Capital. She is also a former board member of Ontario Power Generation, Pathways to Education and Harbourfront Centre. She is an MBA graduate from Laurentian University where she also received an honorary Doctorate in Laws in Spring 2018. She holds the ICD.D designation from the Institute of Corporate Directors.

Director since May 9, 2018 Independent

Number of Shares: 0 Number of DSU: 49,542 Met ownership guideline: Yes

Stewart Emerson Pickering (ON), CA

President and Chief Executive Officer of Supremex Inc.

Stewart Emerson was appointed President and Chief Executive Officer of Supremex Inc. in September 2014 and is responsible for defining the Company’s strategic direction, growth initiatives and financial objectives. Under his leadership, Supremex successfully rolled-up the Canadian envelope market and expanded its activities into the vast US market, and now the Company has become North America’s second largest player. Additionally, Mr. Emerson has been instrumental in diversifying Supremex’ product portfolio in the growing packaging industry since 2016. These important achievements were accomplished through 12 strategic acquisitions, organic growth and the optimization of production capacity. Mr. Emerson has more than 30 years of experience in the envelope and paper-based packaging industry. He began his career as an Account Manager at Innova Envelope Inc. in 1990 (which became a part of Supremex in 1991). During the following years, he held a number of positions with increasing responsibilities including Sales Manager, General Sales Manager, Vice President and General Manager, Central Region and Buffalo Envelope. Mr. Emerson holds a Bachelor’s Degree in Business Administration with a double major in Marketing and Management from the Northeastern University of Boston.

Director since December 11, 2014

Number of Shares: 210,000 Number of DSU: 129 784 Number of PSU: 53,919 Met ownership guideline: Yes

Georges Kobrynsky[(2)] Montreal (QC), CA

Corporate Director

Montreal (QC), CA Georges Kobrynsky was a former Trustee of the Fund and Director of Supremex Inc. from 2006 to 2012. Previously, Mr. Kobrynsky was Senior Vice President, Director from March 31, 2006 to Investments Forest Products of the Société générale de financement du Québec May 7, 2012 and since from 2005 to 2010 and held various senior positions at Domtar Inc. for over 30 February 21, 2013 years. He also held a position at the Ministry of the Environment of Canada from Independent 1971 to 1975. Mr. Kobrynsky has completed the Senior Executive Program from University of Western Ontario. He also holds a Master of Business Administration Number of Shares: 15,996 from McGill University, a Bachelor’s degree in Sciences from the Université Laval Number of DSU: 55,738 and a Bachelor’s of Arts degree from the Université de Montréal. Met ownership guideline: Yes

(1) Member of the Human Resources and Corporate Governance Committees since May 9, 2018.

(2) Chair of the Pension Investment Committee since its inception on February 19, 2014, until its dissolution on August 10, 2022. Mr. Kobrynsky was appointed as a member of the Human Resources Committee on December 11, 2014.

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Principal Occupation

Name

President and CEO of Clôtures Frontenac Inc.

Dany Paradis[(3)] Montreal (QC), CA

Dany Paradis is President and CEO since December 2022 of Clôtures Frontenac, a leader in fencing products and services. Previously, he was President of Nuera Air Inc., a worldwide leader in the manufacturing and distribution of central vacuum system. Before joining Nuera Air in 2020; he was the Senior Vice President of Sales and Customer Care with Yellow Pages Limited, being responsible for sales, customer service, marketing and operations. In 2016, he was promoted as Senior Vice President Operations and Chief Human Resources Officer and was Senior Vice President and Chief Human Resources Officer when joining Yellow Pages in 2014. From 2008 to 2012, he was a Senior Executive at Fibrek Inc. and, prior to that, held various executive positions at Domtar Inc. and ReebokCCM/Adidas. With more than 30 years of experience, he worked for a number of high-profile companies in the natural resources, manufacturing, athletics and professional services sector. Mr. Paradis holds a Bachelor of Actuarial Sciences degree from Laval University and completed an Advanced Leadership Program from McGill University. He also holds the ICD.D designation from the Institute of Corporate Directors and held several boards of director positions with foundations, associations and public companies.

Director since February 21, 2013 Chair of the Human Resources Committee since December 11, 2014 Independent

Number of Shares: 11,300 Number of DSU: 62,685 Met ownership guideline: Yes

Steven P. Richardson[(4)] Toronto (ON), CA

Corporate Director

Steven P. Richardson is currently a Corporate Director of Parkland Corporation, Chair of the Audit Committee and also serves on the Human Resources and Compensation Committee. From 2003-2009, Mr. Richardson held senior executive roles at Hudson’s Bay Company, including as Chief Financial Officer and Director of Hudson’s Bay Company from 2006 to 2009. Prior to that, he held senior executive positions with financial services companies, such as Chief Financial Officer at Wells Fargo Financial Canada and Executive Vice President, Chief Financial Officer and Director at Associates Financial Services of Canada and Chief Financial Officer and Director at Beneficial Canada Inc. He began his career at Imperial Oil Limited, with various positions in the corporate finance and controller’s departments. Mr. Richardson was also a Director and member of various committees of the board of RONA Inc., Sterling Shoes and easyhome Ltd. He holds a CPA, CMA designation, is a graduate of the University of Toronto (Economics and Commerce), completed the Senior Executive Leadership Program at Columbia University and holds the ICD.D designation from the Institute of Corporate Directors.

Director since May 9, 2018 Chair of the Audit Committee since May 9, 2018 Independent

Number of Shares: 0 Number of DSU: 48,583 Met ownership guideline: Yes

Andrew I. (Drew) Sullivan[(5)] Hanwell (NB), CA

Corporate Director

Hanwell (NB), CA Andrew I. (Drew) Sullivan, retired in May of 2019 from his role as the Senior Vice President of RR Donnelley Brazil. Prior to this, Drew was President of RR Director since November 3, 2016 Donnelley Canada. Before becoming President in 2012, Drew held various sales Independent executive positions with RR Donnelley/Moore Corporation after joining the Corporation in 2001. Drew started his career in the Fall of 1978 with R.L. Crain Number of Shares: 0 which eventually became Relizon Canada. Drew’s experience over his 41–year Number of DSU: 57,767 career has been in the print, print communication and services business. Drew Met ownership guideline: Yes holds a Bachelor’s Degree in Business Administration from the University of New Brunswick.

(3) Member of the Pension Investment Committee since its inception on February 19, 2014, until its dissolution on August 10, 2022. Mr. Paradis was also appointed Chair of the Human Resources Committee on December 11, 2014.

(4) Appointed Chair of the Audit Committee as at May 9, 2018 and member of the Pension Investment Committee since May 9, 2018, until its dissolution on August 10, 2022.

(5) Member of the Audit and Corporate Governance Committees since May 9, 2018 and appointed as a member of the Human Resources Committee since August 10, 2022.

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Name	Principal Occupation
	Corporate Director Warren J. White is Chairman of Colabor Group Inc. and sits on the Board of directors of Circa Enterprises Inc. Prior to retiring in 2015, he has held many senior leadership roles for large international organizations, including CGI, Alcan, Dominion Textiles and Lafarge, with responsibilities ranging from information technology, finance, procurement and strategic planning. Mr. White is a Chartered Professional Accountant and holds an MBA degree from Concordia University, where he currently teaches Information Technology in the EMBA program.
Warren J. White(6) Dollard-des-Ormeaux (QC), CA Director since December 11, 2014 Chair of the Corporate Governance Committee since December 11, 2014 Independent Number of Shares: 5,000 Number of DSU: 24,103 Met ownership guideline: Yes

(6) Chair of the Corporate Governance and member of the Audit Committee since December 11, 2014.

4.2 Corporate Cease Trade Orders or Bankruptcies

Other than as described below, to the knowledge of Supremex, in the last ten years, none of the persons proposed for election as Directors is or has been a director or chief executive officer or chief financial officer of any company that, while that person was acting in that capacity, (a) was the subject of a cease trade order or similar order, or an order that denied the relevant company access to any exemptions under securities legislation, for a period of more than 30 consecutive days, or (b) was the subject of an event that resulted, after that person ceased to be a director or executive officer, in the company being the subject of a cease trade order or similar order or an order that denied the relevant company access to an exemption under securities legislation, for a period of more than 30 consecutive days or (c) 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.

Mr. Richardson was a member of the board of directors of Sterling Shoes Inc. from June 2010 to January 2013. Pursuant to orders of the Supreme Court of British Columbia, including an initial order dated October 21, 2011, Sterling Shoes Inc. and each of its subsidiaries obtained creditor protection under the CCAA. On November 28, 2014, the Supreme Court of British Columbia granted an order authorizing, among other things, a final distribution to the creditors of Sterling Shoes GP Inc. and Sterling Shoes Limited Partnership holding individual claims in excess of $4,600. Furthermore, on September 9, 2013, the British Columbia Securities Commission issued a cease trade order relating to any trading in securities of Sterling Shoes Inc. as a result of Sterling Shoes Inc. not having filed its (i) annual audited financial statements, annual management’s discussion and analysis and certification of annual filings for the years ended December 31, 2011 and December 31, 2012 and (ii) interim unaudited financial statements, interim management’s discussion and analysis and certification of interim filings for the interim periods ended March 31, 2012, June 30, 2012, September 30, 2012, March 31, 2013, June 30, 2013 and September 30, 2013, by the required deadlines. Related cease trade orders were also issued by securities regulatory authorities in Alberta on December 9, 2013, Ontario on September 16, 2013 (replaced by a permanent cease trade order as of September 27, 2013) and Quebec on September 12, 2013 (replaced by a permanent cease trade order as of September 27, 2013). Sterling Shoes Inc. has ceased to be a reporting issuer since.

4.3 Penalties or Sanctions

To the knowledge of Supremex, none of the persons proposed for election as Directors, (a) has been subject to 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) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

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4.4 Personal Bankruptcies

To the knowledge of Supremex, in the last ten years, none of the persons proposed for election as Directors has become 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 the assets of the director or executive officer.

4.5 Directors’ Liability Insurance

The Directors and Officers of Supremex are covered under a director’s insurance policy that provides an aggregate limit of liability to the insured Directors and executive officers of $5 million and an additional coverage of $5 million in the case of non-indemnifiable losses. The premium paid in 2022 was $86,788.

4.6 Directorship of Other Reporting Issuers

Certain proposed nominees are directors and/or trustees of other reporting issuers. These are as follows:

Director	Reporting Issuer
Robert B. Johnston	Circa Enterprises Inc. Colabor Group Inc. FIH group plc RGC Resources Inc. Swiss Water Decaffeinated Coffee Inc.
Steven P. Richardson	Parkland Corporation
Warren J. White	Circa Enterprises Inc. Colabor Group Inc.

4.7 Meetings and Attendance

Directors are expected to attend all meetings and each Director generally attends all meetings, subject to occasional scheduling conflicts. During Fiscal 2022, the Board and its standing committees met as follows:

	Regular	Total
Board of Directors	10	10
Audit Committee	4	4
Human Resources Committee	8	8
Corporate Governance Committee	6	6
Pension Investment Committee	1	1
**Total **	29	29

The following table shows the attendance record of each Director for all Board and committee meetings held during the twelve-month period ended December 31, 2022 being Supremex’ most recently completed financial year. The overall attendance record at Board and at committee meetings was 98.8% and 98.3%, respectively.

Name of Director	Board of Directors	Audit Committee	Human Resources Committee	Corporate Governance Committee	Pension Investment Committee
Robert B. Johnston	10	—	—	—	—
Nicole Boivin	10	—	8	6	—
Stewart Emerson	10	—	—	—	—
Georges Kobrynsky	10	—	7	—	1
Dany Paradis	10	—	8	—	1
Steven P. Richardson	10	4	—	—	1
Andrew I. (Drew) Sullivan	9	4	2(1)	6	—
Warren J. White	10	4	—	6	—
Overall Attendance	98.8%	100%	96.2%	100%	100%

(1) Mr. Sullivan was appointed as a member of the Human Resources Committee on August 10, 2022. Following his appointment, Mr. Sullivan attended the two remaining meetings in 2022.

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4.8 Compensation of Directors

Each Director who is not a member of the management of the Company (each a “ Non-Executive Director ”) is eligible to receive compensation. The Corporate Governance Committee reviews on an annual basis the compensation of Non-Executive Directors and recommends to the Board the level of compensation and any adjustments necessary to consider the level of work and responsibilities of the members of the Board and its committees.

In Fiscal 2022, the Board approved an increase of the Annual Directors’ retainer, Annual Board Chairman’s retainer, and Annual Board Chair’s retainers for Human Resources and Audit Committees.

Annual Retainer	Annual Retainer	2022	2021
Directors’ Retainer		$51,000	$48,000
Chair’s Retainer:	Board of Directors	$22,500	$20,000
	Audit Committee	$10,000	$7,500
	Corporate Governance Committee	$5,000	$5,000
	Human Resources Committee	$7,500	$5,0001

1 A special retainer was approved for the Chair of the HRC in 2021.

The following Reference Group (the “ Reference Group ”) comprising of 18 publicly traded Canadian companies with comparable size in terms of revenue was used to perform the review.

Hammond Power Solutions Inc.	Quarterhill Inc.
Alithya Group Inc.	Sangoma Technologies Corp
Titanium Transportation Group Inc.	Vertex Resource Group Ltd
Spark Power Group Inc.	DAVIDsTEA Inc.
Roots Corp	Baylin Technologies Inc.
Conifex Timber Inc.	Acadian TimberCorp
DIRTT Environmental Solutions Ltd	Firan Technology Group Corp
K-Bro Linen Inc.	Optiva Inc.
H2O Innovation Inc.	Aimia Inc.

The following table describes the compensation paid to Non-Executive Directors for Fiscal 2022. The Non-Executive Directors did not receive any compensation other than the fees described below. All fees are in Canadian dollars.

The compensation paid to Non-Executive Directors represents an annual fee and may be paid in cash or in DSUs since December 1, 2015.

NAME	Annual Fees	Annual Fees
	Retainer	Retainer as Chair(1)	Portion of Retainer Paid in Cash	Cash	Portion of Fees Share- Based Awards DSUs	Share-Based Awards DSUs(2)	All Other Compensation	Total Compensation
Robert B. Johnston	$49,500	$21,250	100%	$70,750	0%	—	—	$70,750
Nicole Boivin	$49,500	—	50%	$24,750	50%	$24,750	—	$49,500
Georges Kobrynsky	$49,500	—	0%	—	100%	$49,500	—	$49,500
DanyParadis	$49,500	$6,250	50%	$31,000	50%	$24,750	—	$55,750
Steven P. Richardson	$49,500	$8,750	50%	$33,500	50%	$24,750	—	$58,250
Andrew I.(Drew)Sullivan	$49,500	—	50%	$24,750	50%	$24,750	—	$49,500
Warren J. White	$49,500	$5,000	100%	$54,500	0%	—	—	$54,500

(1) Amount of retainer as Chair paid in Cash.

(2) This amount is equal to the number of DSUs granted quarterly multiplied by the average of the closing price of the Shares on the TSX for the five trading days immediately preceding the date of grant. Each Director may elect, each fiscal year, to receive up to 100% of its Director’s annual retainer fees in DSUs.

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On December 1, 2015, Supremex adopted a DSU Plan for the members of the Board and the eligible employees (including NEOs, as described below) in order to provide participants with the opportunity to participate in the long-term success of the Company. The DSU Plan enables its participants to receive compensation in cash at the termination date equal to the market price of the Shares for each DSU.

Each participant in the DSU Plan may elect, each fiscal year, to receive up to 100% of his or her Director’s annual retainer fees in DSUs. Such DSUs are expensed on an earned basis, their costs are determined using a valuation model and all issued and outstanding DSUs are measured at each reporting period. DSUs earn dividends equivalent in the form of additional DSUs at the same rate as dividends are paid on the Shares.

This DSU Plan was put in place following the decision by the Board to include a minimum requirement of ownership in Supremex for each Non-Executive Director.

Director Outstanding Share-Based Awards

The following table summarizes for each Non-Executive Director, the number and the value of DSUs outstanding at the end of the fiscal year ended December 31, 2022. There are no option-based awards for Directors. These DSU awards have been granted solely as payment for the fees earned by the Directors. The DSU awards include, however, DSUs granted to cover dividends paid on Shares of the Company.

		Share-Based Awards
	Number of shares or	Market or payout value of	Market or payout value of
Name	units of shares that have	share-based awards that	vested share-based
	not vested	have not vested	awards not paid out or
	(#)	($)	distributed($)
Robert B. Johnston	—	—	—
Nicole Boivin	—	—	276,219
Georges Kobrynsky	—	—	312,156
DanyParadis	—	—	358,011
Steven P. Richardson	—	—	276,219
Andrew I.(Drew)Sullivan	—	—	329,486
Warren J. White	—	—	139,797

Director Plan Awards – Value Vested or Earned During the Year

The following table provides a summary of the value of DSU awards vested or earned by Non-Executive Directors during the fiscal year ended December 31, 2022.

Name	Name	Name	Share-Based Awards Value vested or earned during the year1 ($)
RobertB.Johnston			—
Nicole Boivin			30,636
Georges Kobrynsky			55,784
Dany Paradis			32,504
Steven P. Richardson			30,636
Andrew I. (Drew) Sullivan			31,853
Warren J. White			3,193

1 Some Directors have elected to receive some or all of their retainer fees paid in DSUs.

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Since December 15, 2015, or starting on the date of their appointment, each director has up to five years to acquire a participation in Supremex through direct ownership of Shares, or through DSUs, for a minimum value of $100,000 calculated at the time of acquisition.

5. COMPENSATION DISCUSSION AND ANALYSIS

5.1 Compensation Discussion and Analysis

The following is a description of the compensation program of the Named Executive Officers (“ NEOs ”). Pursuant to Form 51-102 F6 – Statement of Executive Compensation , the NEOs of the Company shall be comprised of each individual who acted as CEO or Chief Financial Officer (“ CFO ”), or in any similar capacities, for any part of the most recently completed fiscal year, and each of the three most highly compensated executive officers of the Company, or the three most highly compensated individuals acting in a similar capacity, other than the CEO or the CFO, at the end of the most recently completed fiscal year whose total compensation was, individually, more than $150,000. For Fiscal 2022, the Company had five NEOs, namely:

• Stewart Emerson, President and CEO;

• Mary Chronopoulos, Former CFO and Corporate Secretary;

• Joe Baglione, President, Envelope;

• Simon Provencher, President, Packaging; and

• Murray Rundle, Vice President Marketing & Innovation

The Human Resources Committee is responsible for monitoring and evaluating the compensation program, with adjustments if and when necessary. The Human Resources Committee consults with the Board and makes its recommendations on matters concerning executive compensation, including individual salary rates and other supplemental compensation.

5.2 Human Resources Committee

The Human Resources Committee of the Board is composed of the following members:

Chair:	DanyParadis	(since December 11, 2014)
Members:	Nicole Boivin	(since May 9, 2018)
	Georges Kobrynsky	(since December 11, 2014)
	Andrew I. (Drew) Sullivan	(since August 10, 2022)

The members of the Human Resources Committee were selected according to their experience and their knowledge of matters to be dealt with the Human Resources Committee. All members of the Human Resources Committee are independent.

Each member of the Human Resources Committee has direct experience that is relevant to his/her responsibilities in executive compensation, as well as the skills and experience necessary to enable him/her to make decisions as to the suitability of Supremex’ policies and practices. These skills were acquired in large part through their experience as executive senior officers or owners of businesses where human resources functions were either reporting directly to them or where human resources decisions were taken by the executive committee of these businesses of which they were part of. Please see “Election of Directors” of this Information Circular for more detailed biographical information concerning members of the Human Resources Committee. In connection with their various responsibilities, all of these Directors have also implemented and managed compensation policies and practices, with respect to wages policies, components of management compensation, succession plans, pension plans and share based incentive programs.

The Human Resources Committee reviews compensation policies and practices of Supremex, considering the risks associated with these policies and practices. The Human Resources Committee is also responsible to identify any

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risks associated with Supremex’ compensation policies that are reasonably likely to have material adverse consequences on Supremex.

The senior management compensation components at Supremex have been in effect for many years and have been modified to reflect Supremex’ economic conditions in consideration of the implications and risk associated with the compensation plan. The senior management compensation plan is communicated every year. Furthermore, all the incentive payment calculations are reviewed by the Chair of the Human Resources Committee after they have been reviewed and recommended by the President and CEO, with the exception of his own incentive payment.

The duties and responsibilities of the Human Resources Committee are established by the Board and include, amongst others things, the following: a) recommending to the Board the appointment of individuals reporting directly to the CEO (collectively, the “ Key Employees ”); b) reviewing and recommending to the Board any compensation on financial arrangements of the CEO and Key Employees; c) ensuring that appropriate mechanisms are in place regarding succession planning for any position held by a Key Employee and/or the CEO; d) monitoring, reviewing and assessing the performance of the corporate goals and objectives relevant to the CEO and Key Employees; e) supervising the administration of Supremex’ compensation plans for the CEO and Key Employees, including variable compensation plan (the “ VCP ”), any other share incentive plans, and any share ownership policy adopted by the Board from time-to-time; f) supervising the administration of the insurance plans for Supremex’ employees and g) reviewing and approving changes pertaining to the Pension Plans.

During Fiscal 2022, the Human Resources Committee held eight meetings and during these meetings, the Human Resources Committee held five ‘in camera’ sessions without the presence of management. In Fiscal 2022, the Human Resources Committee, amongst other things, reviewed the variable compensation plan, approved the wage and salary increase policy, reviewed and approved the compensation of the NEOs and reviewed the succession planning.

5.3 External Independent Consultant

In Fiscal 2022, the Human Resources Committee, in consultation with management, continued to retain the services of Hexarem, who originally designed the Company’s new PSU Plan to implement new ownership requirements, advise on compensation governance best practices, and conduct a total compensation review for a selection of executive roles and determine the long-term incentive opportunities that could be offered to members of the senior leadership team. The executive compensation related fees paid to Hexarem in Fiscal 2022 were $12,793.

The Human Resources Committee also retained the services of Hugessen Consulting in 2022 to perform an evaluation of the compensation programs and to review the Reference Group. This scope of work is ongoing in 2023. The mandate started in December 2022 and the fees paid to Hugessen in Fiscal 2022 were $17,662.

5.4 Objective of Compensation Program

Within Supremex, remuneration plays an important role in attracting and retaining key members of the management team. Supremex is committed to a compensation policy that drives business performance, is competitive in the short-term and in the long-term.

Plans and programs are designed to provide adequate rewards and incentives for the NEOs to implement both shortterm and long-term strategies aimed at increasing shareholder’s value. Supremex’ compensation strategy is therefore heavily weighted towards pay-for-performance components. The rewards paid are directly linked to Supremex’ results.

The compensation policy is established in such a way to compensate the executive officers and other key employees considering the market and the Company’s performance.

The Company’s positioning in the market with respect to compensation for executive officers is assessed periodically based on a reference group. The Reference Group in 2022 included 18 companies selected considering criteria such as annual revenues, publicly traded companies and companies from various industry sectors.

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In 2022, the Reference Group was composed of the following companies:

HammondPowerSolutionsInc.	Quarterhill Inc.
Alithya Group Inc.	Sangoma Technologies Corp
Titanium Transportation Group Inc.	Vertex Resource Group Ltd
Spark Power Group Inc.	DAVIDsTEA Inc.
Roots Corp	Baylin Technologies Inc.
Conifex Timber Inc.	Acadian Timber Corp
DIRTT Environmental Solutions Ltd	Firan Technology Group Corp
K-BroLinen Inc.	OptivaInc.
H2O Innovation Inc.	Aimia Inc.

In 2023, with the support of Hugessen, the Committee reviewed the Reference Group to develop a group of more comparable industry peers comprised of size appropriate (as measured by market capitalization and EBITDA) Canadian publicly traded companies in related industrial sectors (i.e., printing, packaging, etc.).

The updated Reference Group for 2023 is composed of the following companies:

Richards PackagingIncome Fund	H2O Innovation Inc.
Héroux-Devtek Inc.	Goodfellow Inc.
Dexterra GroupInc.	Velan Inc.
K-Bro Linen Inc.	DIRTT Environmental Solutions Ltd.
Hammond Power Solutions Inc.	Imaflex Inc.
GreenFirst Forest Products Inc.	DATA Communications Management Corp.

Remuneration potential as well as the allocation of various remuneration and incentive components have been established in order to compete with remuneration practices of the Reference Group. When analyzing the remuneration practices and levels of the Reference Group, the Human Resources Committee also takes into consideration Supremex’ financial targets, Supremex’ financial results and long-term outlook of the business. Based on its review, the Human Resources Committee believes that the compensation policy is generally competitive with what is offered by Canadian companies of a similar size and/or having operations in similar markets.

5.5 Elements of Compensation Program, Determination and Rationale for Amounts of each Element

The elements of the executive compensation program are the base salary, the variable compensation plan and the pension plan.

The performance and related salary levels, and the amount of payment under the variable compensation plan for the NEOs other than the CEO, are reviewed and recommended annually by the CEO to the Human Resources Committee and then recommended to the Board for approval. The compensation for the CEO, as described at the end of this section, is recommended by the Human Resources Committee and approved by the Board.

Perquisites and personal benefits provided to senior Management reflect competitive practices and particular business needs.

Base Salary

For Fiscal 2022, the base salary of the NEOs was evaluated based on the market review established following the review of the Reference Group, as well as on more subjective criteria such as internal equity and performance of each senior executive officer.

The Human Resources Committee re-evaluated the base salary component of the compensation for Supremex’ NEOs, to ensure that it reflects salaries offered for positions involving similar responsibilities and complexity, internal

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equity comparisons, as well as the ability and experience of Supremex’ NEOs and also Supremex’ financial results and long-term outlook. Following such review, the Human Resources Committee recommended an increase in the NEOs’ base salary.

The Human Resources Committee typically determines the NEOs’ base salaries effective as of April 1[st ] of each fiscal year. The salary adjustments for the NEOs during 2022 are outlined in the table below.

Name	Base Salary as of April 1, 2021	Base Salary as of April 1, 2022	% Change
Stewart Emerson	$471,400	$490,300	4%
Mary Chronopoulos1	n/a	$270,000	—
JoeBaglione2	$230,000	$270,000	17%
Simon Provencher3	n/a	$235,000	—
MurrayRundle4	$200,000	$210,000	5%

1 Mrs. Mary Chronopoulos joined the Company on May 31, 2021 as CFO and Corporate Secretary of Supremex Inc. and left on February 24, 2023.

2 Mr. Joe Baglione was appointed President, Envelope on November 15, 2021.

3 Mr. Simon Provencher joined Supremex on September 6, 2022.

4 Mr. Murray Rundle was appointed Vice President, Marketing & Innovation in 2022.

Variable Compensation Plan

An updated variable compensation plan (the “ Plan ”) was adopted by the Board in February 2022 and aims at encouraging the achievement of financial performance targets and rewarding the NEOs based on Supremex’ success.

The Plan provides that annual variable compensation is determined as a percentage of base salary (the “ Target Bonus ”). The 2022 Target Bonuses for the NEOs under the variable compensation (expressed as a percentage of their base salary) were as set forth below. The maximum bonus for the NEOs is two times the Target Bonus and part or the entire bonus can be paid in form of DSUs.

	Target Bonus (% of base salary)
President and CEO	75%
CFO and Corporate Secretary	50%
President, Envelope	40%
President, Packaging	40%
Vice President, Marketing & Innovation	30%

The NEOs, other than the CEO and CFO, are entitled to a variable compensation based on up to two components which may vary from year to year. The components are: (i) goal based on the Company’s annual adjusted earnings before financing charges, income tax expense, depreciation of property, plant and equipment and amortization of intangible assets (“ Adjusted EBITDA[1] ”) and (ii) goal based on the annual Adjusted EBITDA[1 ] of the envelope and/or packaging and specialty products segment(s). Each goal provides for a bonus corresponding to a percentage of the annual base salary.

The Plan entitles the CEO and the CFO to a variable compensation based on components that may vary from year to year. For 2022, the component is a single goal based on the Company’s annual Adjusted EBITDA[1] .

1 Adjusted EBITDA represents EBITDA adjusted to remove items of significance that are not in the normal course of operations. These items of significance include, when applicable, but are not limited to charges for impairment of assets, restructuring expenses, value adjustment on inventory acquired and business acquisition costs.

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Adjusted EBITDA[1] targets and other performance objectives are set as part of the Company’s annual budget and strategic planning process. The Company does not disclose those objectives as it would give its competitors access to sensitive financial targets, strategic objectives and to the performance of certain parts of our business. Disclosures of those objectives would therefore seriously prejudice the Company and negatively impact its competitive advantage in the market. The degree of achievement of performance objectives and corresponding variable compensation payout is subject to review and approval by the Human Resources Committee and the Board.

The payouts under the variable compensation plan are calculated as follows:

CEO CFO VP Marketing & Innovation Other NEOs	Company’s Adjusted EBITDA1	Segments Adjusted EBITDA1
		
		n/a
		
		n/a
		
		n/a
		
		70%
		
	% Bonus Payout
	
Bonus Amount=Base Salary x % Target Bonus x % Bonus Payout

For Fiscal 2022, the following table establishes the payments and the attribution of DSUs made out to the executives under the variable compensation plan, in February 2023:

Variable compensation plan	Variable compensation plan	Variable compensation plan	Variable compensation plan	Variable compensation plan
Named Executive Officer	Payment in cash	DSU	Total	Percentage of 2022 Paid Salary
Stewart Emerson	$727,817	—	$727,817	150%
Mary Chronopoulos	$264,616	—	$264,616	100%
Joe Baglione	$216,000	—	$216,000	80%
Simon Provencher	$37,130	—	$37,130	52%
Murray Rundle	$124,440	—	$124,440	60%

Actual bonuses paid depend on the executive’s target percentage as base salary and reflect the achievement of financial goals set by the Human Resources Committee and approved by the Company’s Board.

Pension Plan

NEOs working in Canada participate in the Pension Plan for Non-Union Employees of Supremex Inc. or the Pension Plan for Non-Union Employees of Supremex Inc. (Quebec), which provides both a defined benefit component and a defined contribution component. Effective July 1, 2012, Supremex has frozen credited service under the defined benefit component and accruals were converted into a defined contribution component for future years of service.

Under the defined benefit component of the plans, management employees are entitled to an annual retirement pension equal to 1.5% of their best average salary, multiplied by their number of years of credited service from January 1, 2009 up to July 1, 2012 (for certain members who participated to the plan prior to January 1, 2009, the annual retirement pension for service prior to January 1, 2009 is equal to 1% of the best average salary for each year

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of credited service prior to January 1, 2009). For the purposes of the plans, salary includes commissions and bonuses. Normal retirement age is 65. The annual pension at retirement is payable in monthly installments in the form of a life annuity with a five-year guarantee and 60% of this annual pension is payable to the surviving spouse upon the member’s death. Members are eligible for early retirement from age 55. For members employed in Quebec and members employed outside of Quebec and who were at least age 55 on January 1, 2013, the applicable reduction upon early retirement is equal to 3% for each year that early retirement date precedes age 61. For members employed outside of Quebec and who were not aged 55 and over on January 1, 2013, the early retirement reduction is calculated on an actuarial equivalent basis from the pension payable at age 65. Finally, members who were at least age 55 on January 1, 2013 are also eligible for a bridge benefit if they retire on or after age 61. This annual bridge benefit is equal to $120 for each year of service (up to a maximum of 30 years) and is payable up to the earliest of age 65 or the member’s death.

Under the defined contribution component of the plans, Supremex contributes an annual amount equal to 6% of the Officers’ pensionable earnings, to which the member can add a voluntary contribution ranging from 0% to 12% of his or her pensionable earnings. The Human Resources Committee believes that this type of pension plan helps retaining its key employees in the long term and enables them to benefit from a reasonable retirement income.

Pension plan provisions are also subject to the limits prescribed by the Income Tax Act (the “ Tax Act ”). Some of the NEOs reached the maximum thresholds currently in effect under the Tax Act.

The following table sets out the defined benefit obligation component under the pension plan offered to the NEOs. These amounts were calculated according to the actuarial assumptions described in note 9 of Supremex’ audited consolidated financial statements for Fiscal 2022.

Name	Years of credited service (number)	Annual benefits payable(1) ($)	Annual benefits payable(1) ($)	Opening present value of defined benefit obligation(2) ($)	Compensatory change(3) ($)	Non- compensatory change(4) ($)	Closing present value of defined benefit obligation(5) ($)
		At fiscal year- end	At 65 years of age
Stewart Emerson(6)	8.0	27,400	27,400	487,200	—	(119,200)	368,000
Joe Baglione	17.7	43,000	43,000	487,800	—	(192,600)	295,200
Murray Rundle	10.7	33,400	33,400	475,300	54,500	(148,800)	381,000

(1) Benefits are limited by the Income Tax Act . Projected benefits are based on the member’s current salary level.

(2) The accrued benefit obligation represents the estimated value of the retirement benefits on January 1, 2022.

(3) The difference attributable to compensatory elements represents the changes related to the member’s remuneration which is different from our assumption.

(4) The difference attributable to non-compensatory elements includes the interest on the accrued benefit obligation, the impact of the change to the discount rate, realized gains or losses and other changes other than related to the member’s remuneration.

(5) The accrued benefit obligation represents the estimated value of the retirement benefits on December 31, 2022.

(6) Prior to 2009, Mr. Stewart Emerson accumulated service as a non-executive member of the plan. The pension accrual for this prior service is equal to 1.0% of the average of his best three years of salary per year of service.

The following table shows the defined contribution obligation component under the pension plan offered to the NEOs. These amounts were calculated according to the actuarial assumptions described in note 9 of Supremex’ audited consolidated financial statements for Fiscal 2022.

Name	Accumulated value at start of year ($)	Compensatory(1) ($)	Accumulated value at year end ($)
Stewart Emerson	330,172	30,780	347,054
Mary Chronopoulos	8,476	24,531	33,405
Joe Baglione	222,615	25,551	241,060
Simon Provencher	—	4,284	4,522
Murray Rundle	216,559	19,204	228,993

(1) The compensatory amount corresponds to the amount of the contribution paid by Supremex into the member’s account.

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5.6 New Long-term Incentive Plan and Ownership Requirements

In February 2022, the Board approved a PSU plan, as well as ownership requirements applicable to the executive officers of the Company. All executive officers are entitled to receive PSUs. Initial PSU grants under the new PSU Plan were approved by the Board in the first quarter of 2022.

PSU Plan Highlights

• Objectives • Link a significant portion of compensation to value creation goals and to the future value of the Company’s Common Shares.

• • Foster employee attraction and retention.

• Definition • PSUs entitle the participant to receive an amount equivalent to the value of the Company’s Common Shares at the end of a three-year performance cycle if pre-determined performance objectives are achieved.

• Dividends • Dividends paid by the Company are credited in the form of additional PSUs. Vesting • PSUs fully vest following a three-year performance cycle. • For the initial 2022-2024 performance cycle, the performance adjustment factor is based on the Company’s total shareholder return (TSR) performance relative to companies in the S&P/TSX SmallCap Index.

• • The performance adjustment factor can range from 0% if the Company’s 3-year TSR is below the 25[th] percentile of index constituents to 275% if the Company’s TSR is at the 100[th] percentile (i.e., better than all index constituents).

• Payment • Vested PSUs are paid in cash or shares purchased on the open market (non-dilutive). Voluntary Deferral • Participants can voluntarily elect to receive their PSU grants in the form of Performance Deferred Share Units (PDSUs) under the Company’s DSU plan.

• • PSUs and PDSUs have identical performance-based vesting conditions.

• Individual Targets • Individual PSU targets for 2022 range between 20% and 40% of base salary. Clawback • The PSU plan includes a clawback provision which can be enforced in case of correction or restatement of financial results or material breach to the Code of Business Ethics and Conduct of the Company.

Outstanding Share-Based Awards

The following table summarizes for each NEO the number and value of DSUs and PSUs outstanding under the DSU and PSU Plans at the end of the fiscal year ended December 31, 2022.

	Share-based Awards	Share-based Awards	Share-based Awards
			Market or payout
	Number of shares	Market or payout	value of vested
Name	or units of shares	value of share-	share-based
	that have not	based awards that	awards not paid
	vested	have not vested	out or distributed
	(#)	($)	($)
Stewart Emerson	53,919	283,021	752,747
MaryChronopoulos	21,445	112,565	—
Joe Baglione	19,299	101,300	105,838
Simon Provencher	—	—	—
MurrayRundle	11,436	60,028	63,980

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Incentive Plan Awards – Value Vested or Earned During the Year

The following table provides a summary of the value of DSU and PSU awards vested and of the non-equity incentive plan compensation earned during the fiscal year ended December 31, 2022.

Name	Share-based awards Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year1 ($)
Stewart Emerson	104,474	727,817
Mary Chronopoulos	—	264,616
Joe Baglione	24,532	216,000
Simon Provencher	—	37,130
Murray Rundle	7,344	124,440

1 These amounts represent bonuses earned in Fiscal 2022 but paid in fiscal year 2023. Please refer to “Compensation Discussion and Analysis – Variable Compensation Plan and Summary Compensation Table” in this Circular.

Ownership Requirement Highlights

Beginning in 2022, the Board has instituted minimum share ownership requirements for the Company’s senior executives participating in the PSU Plan. We believe that requiring our executives to make a significant direct investment in the Company, and to retain at least that level of investment, strongly aligns the Company’s decision-makers’ interests with those of our long-term Shareholders.

All participants in the Company’s PSU Plan are required to accumulate and maintain equity ownership worth at least 2.0 times their target under the PSU Plan. Common shares and DSUs count as eligible securities for the purpose of the requirements. Participants must comply with the requirements within five years of their initial participation in the PSU Plan. Until required ownership is satisfied, participants must retain or convert a minimum of 50% PSU Plan gains in eligible securities (after tax if PSU is settled in cash or shares purchased in the open market).

The Company’s CEO is required to comply with the ownership requirements for a period extending one year following voluntary termination or retirement.

In conjunction with the ownership requirements, the Board has adopted an anti-hedging policy. Under this policy, the Company’s directors and NEOs are not permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

As a result of the implementation of the long-term incentive plan and ownership requirements, mandatory deferral of a portion of the variable compensation plan payments in DSUs has been discontinued. However, voluntary deferral remains available to senior executives.

5.7 Chief Executive Officer

On May 22, 2014, Mr. Stewart Emerson was named President and Chief Operating Officer, he was appointed President and CEO of Supremex on September 2, 2014 and he was appointed to the Board on December 11, 2014.

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For Fiscal 2022, the CEO’s base salary and bonus were based upon the same principles as those used for the other NEOs of Supremex. The CEO’s compensation package was determined by the Human Resources Committee.

Stewart Emerson’s base salary was fixed at $490,300. The target bonus was established as being 75% of his base salary, the payout which could range from 0 to 150% of base salary depending on his achievement of financial objectives and depending on the financial performance of Supremex, the whole in accordance with Supremex’ compensation policies as described above. For Fiscal 2022, the CEO was entitled to a bonus, representing 150% of his paid salary.

Compensation matters relating to the CEO are approved by the Board on the recommendation of the Human Resources Committee.

5.8 Performance Graph

The following graph compares the total cumulative return on $100 invested in Shares of Supremex on the TSX with the cumulative total return on the S&P/TSX Composite Index (assuming reinvestment of distributions/dividends as of the date of payment of same) for the previous five years to March 2023.

==> picture [468 x 308] intentionally omitted <==

This graph demonstrates that the value of the return on the Shares of Supremex has fluctuated over the past five years. The evolution of the total compensation of the NEOs is not perfectly correlated with the evolution of the price of Supremex’ Shares insofar as the compensation is aligned with the need to be competitive in attracting and retaining qualified individuals as well as being aligned with variable compensation objectives. Indeed, a significant portion of the compensation is composed of a fixed salary and a variable short-term component which depends on the achievement of financial and specific objectives.

The price of the Shares also depends on a number of factors outside of Supremex’ control, including the negative perception of investors of the envelope industry, in which Supremex is involved, variations in the economic

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environment, and investor reaction to corporate developments, just to name a few. The introduction in 2013 of the variable compensation plan was required in order to better align compensation with the business objectives and financial results of Supremex.

5.9 Insider Policy

Supremex has established a policy to ensure compliance with securities legislation regarding actions that may be taken by Directors, Officers, employees or any other person having access to privileged information regarding Supremex. The policy was approved by the Board in 2006 and amended as of December 14, 2022. From time to time, Supremex reminds its insiders that all applicable trades must be reported to the competent authorities within five days of any transaction and that failure to do so can lead to penalties. In addition, Supremex’ insider trading policy also includes internal blackouts restrictions pursuant to which insiders cannot trade on Supremex’ securities from the end of each quarter or year-end to two trading days following the date of public disclosure of the financial results for that quarter or year-end. The policy expressly provides that an insider cannot carry out any trades if he or she has knowledge of a material fact, the disclosure of which could materially affect the Share price. The policy further prohibits insiders from short selling or trading any put or call options with respect to securities of Supremex.

5.10 Summary Compensation Table

The following table provides a summary of the compensation earned during the three most recently completed financial years by the NEOs for services rendered to Supremex.

Name and Principal Position with Supremex	Year	Salary Paid ($)	Variable Compensation Plan	Variable Compensation Plan	Variable Compensation Plan	Pension Value ($)	All Other Compensation(1) ($)	Total ($)
			Payment in Cash ($)	DSUs ($)	PSUs ($)
Stewart Emerson President and CEO	2022 2021 2020	485,212 468,667 454,500	727,817 615,126 494,312	— 87,875 85,253	188,560 — —	30,780 29,210 27,270	— — —	1,432,369 1,200,878 1,061,335
Mary Chronopoulos(2) Former CFO and Corporate Secretary	2022 2021 2020	264,616 144,231 —	264,616 144,231 —	— — —	75,000 — —	24,531 8,663 —	— — —	628,763 297,125 —
Joe Baglione(3) President, Envelope	2022 2021 2020	270,000 231,923 218,038	216,000 155,852 124,176	— 22,265 21,416	67,500 — —	25,551 21,366 15,187	— — —	579,051 431,406 378,817
Simon Provencher(4) President, Packaging	2022 2021 2020	71,404 — —	37,130 — —	— — —	— — —	4,284 — —	— — —	112,818 — —
Murray Rundle(5) Vice President, Marketing &Innovation	2022 2021 2020	207,500 197,500 194,211	124,440 112,575 67,518	— 5,925 14,031	40,000 — —	73,705 (19,899) 87,785	— — —	445,645 296,101 363,545

(1) The aggregate amount of perquisites and other personal benefits paid annually to each NEO was no greater than the lesser of $50,000 or 10% of the base salary.

(2) Mrs. Mary Chronopoulos joined the Company on May 31, 2021 as CFO and Corporate Secretary of Supremex Inc. and left on February 24, 2023.

(3) Mr. Joe Baglione was appointed President, Envelope on November 15, 2021.

(4) Mr. Simon Provencher joined the Corporation as President, Packaging on September 6, 2022. His annual salary is $235,000.

(5) Mr. Murray Rundle was appointed Vice President, Marketing & Innovation in 2022. Prior to his appointment, he was Vice President and General Manager, e-commerce Packaging.

5.11 Termination of Employment, Change of Responsibilities, Change of Control and Employment Agreements

Supremex has entered into an employment agreement with each of the NEOs (collectively, the “ Employment Agreements ”). The Employment Agreements set out the duties, responsibilities and annual compensation (including the base salary) and benefits of each NEO and include confidentiality and non-competition covenants.

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The base salary for each of the NEOs is as follows, subject to annual increases that may be determined by Supremex: (i) Stewart Emerson, $490,300; (ii) Mary Chronopoulos, $270,000, (iii) Joe Baglione, $270,000, (iv) Simon Provencher, $235,000 and (v) Murray Rundle, $210,000. In addition, the NEOs are eligible to receive variable compensation calculated on the basis of 75% of the annual base salary in the case of the CEO, on the basis of 50% for the CFO and Corporate Secretary and on the basis of 30% to 40% for the other NEOs. See "Elements of Compensation Program, Determination and Rationale for Amounts of each Element" for further details.

The Employment Agreements contain confidentiality covenants which apply indefinitely, as well as non-competition covenants which apply during the NEOs’ employment and for a period up to two years following the termination of his or her employment with Supremex.

In the event of the termination of the NEOs’ employment by Supremex without cause or by the NEO in certain circumstances, the Employment Agreements provide that each NEO will receive an aggregate amount equal to up to two times their base salary and target bonus, when applicable, plus certain benefits. Assuming a termination as of December 31, 2022, being the last day of Supremex’ most recently completed fiscal year; such amounts would have represented approximately $1,785,000 for Stewart Emerson, $330,500 for Mary Chronopoulos, $900,000 for Joe Baglione, $146,300 for Simon Provencher, and $358,600 for Murray Rundle.

Under the PSU Plan, if the employment of a participant is terminated by the Company without cause or if the participant resigns in circumstances constituting constructive termination, in each case, within twenty four months following a change of control of the Company, all of the participant’s PSUs, subject to performance conditions which shall be dealt with at the discretion of the Human Resources Committee, will vest as of immediately prior to the participant’s termination date, and all vested PSUs will be automatically redeemed within the earlier of (i) ninety days following the participant’s termination date or (ii) the latest settlement date under the PSU Plan.

Under the DSU Plan, upon a change of control of the Company, the Board has discretion to make such provision for the protection of the rights of the participants as it considers appropriate in the circumstances.

6. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the Directors, executive officers, employees, former directors, former executive officers or former employees of Supremex 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 Supremex or another entity whose indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar agreement or understanding provided by Supremex, except for routine indebtedness.

7. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

None of (i) the Directors or executive officers of the Company, (ii) the Shareholders who beneficially own or control or direct, directly or indirectly, more than 10% of the voting Shares of the Company, or (iii) any associate or affiliate of the persons referred to in (i) and (ii), has or has had any material interest, direct or indirect, in any transaction or proposed transaction that has materially affected or is reasonably expected to materially affect the Company between the beginning of the financial year and the date of this Information Circular.

8. CORPORATE GOVERNANCE DISCLOSURE

The Corporate Governance Committee of the Board is composed of the following members as of March 31, 2023:

Chair:	Warren J. White	(since December 11, 2014)
Members:	Nicole Boivin	(since May 9, 2018)
	Andrew I. (Drew) Sullivan	(since May 9, 2018)

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8.1 Guidelines and Policies

The Board considers good corporate governance practices to be an important factor in the overall success of Supremex. Under applicable securities laws and regulations, Supremex is required to disclose information relating to its system of corporate governance.

Supremex believes that its corporate governance practices generally comply with applicable requirements, including the requirements or recommendations applicable under National Instrument 58-101 – Disclosure of Corporate Governance Practices and National Policy 58-201 – Effective Corporate Governance and the Canada Business Corporations Act , as reflected in the disclosure made hereunder.

Supremex’ 2022 annual information form which may be obtained on request to Supremex or at www.sedar.com also contains information pertaining to corporate governance.

The Company recognizes the importance and benefit of having a Board and senior management/executive officers comprised of highly talented and experienced individuals who reflect the diversity of the Company’s stakeholders, including its customers and employees and the changing demographics of the communities in which the Company operates.

Accordingly, this year the Board adopted a Board Diversity Policy, which sets forth our approach towards diversity. For purposes of the Board Diversity Policy, The Board and the Corporate Governance Committee consider diversity in the broadest sense, including but not limited to: diversity with regards to gender, ethnicity, age, national origin, sexual orientation, disability and other factors. In support of those principles, the Board and the Corporate Governance Committee will, when identifying candidates to nominate for election to the Board or appoint as senior management/executive officers:

• (a) consider individuals who are highly qualified, based on their talents, experience, functional expertise and personal skills, character and qualities having regards to the Company’s current and future plans and objectives, as well as anticipated regulatory and market developments;

• (b) consider criteria that promotes diversity, including with regard to gender, ethnicity and other identified basis;

• (c) consider the level of representation of women on the Board and in senior management/executive officer positions along with other markers of diversity when making recommendations for nominees to the Board or for appointment as senior management/executive officers and in general with regard to succession planning for the Board and senior management/ executive officers; and

• (d) as required, engage qualified independent external advisors to assist the Board in conducting its search for candidates that meet the Board’s criteria regarding skills, experience and diversity.

To assist in this process, the Governance Committee will further consider as part of its policies and procedures:

• (a) the periodic evaluation and assessment of individual board members as well as board committees and the Board as a whole to identify strengths and areas for improvement and more specifically, to consider the Board's diversity in its annual assessment of the Board's performance review of the size and composition of the Board;

• (b) the development and maintenance of a director skills matrix that identifies the skills and expertise required for the Board along with potential areas for growth and improvement; and

• (c) measures designed to ensure that the nominee recruitment and identification processes are appropriate in terms of depth and scope to foster identification and progression of diverse candidates.

Industry and institutional knowledge along with commitment and expertise are vital to the successful functioning of the Board. Given the nature and size of Supremex’ business and its industry, the Board has determined that while it

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is committed to fostering diversity among Board members, it would be unduly restrictive and not in the best interests of the Company to adopt specific director term limits. Diversity and Board renewal will be supported through the other mechanisms designed to address the needs of the Company and not through the imposition of arbitrary term limits.

Given the nature and size of Supremex’ business and its industry, it may be challenging for the Company to identify a qualified pool of candidates that adequately reflects the various diverse characteristics that the Company seeks to promote. Supremex has therefore not adopted any specific targets nor written policies regarding the identification and nomination of women, indigenous peoples, persons with disabilities or member of visible minorities as directors and officers but will promote its objectives with respect to Board renewal with a view to identifying and fostering the development of a suitable pool of candidates for nomination or appointment over time. As of the date of this Information Circular there is one woman on the Board, representing 12.5% of the Directors and no Directors are indigenous peoples, persons with disabilities or member of visible minorities. None of the Company’s executive officers is a woman, including the Company’s major subsidiaries and no executive officers are indigenous peoples, persons with disabilities or member of visible minorities.

8.2 Independence of the Board

Pursuant to National Instrument 52-110 – Audit Committees, as amended from time to time, a Director is “independent” if the Board determines that the Director is not a member of management of Supremex (including, as applicable, its subsidiaries and affiliates) and is free from any material direct or indirect relationship which could, in the view of the Board, reasonably be expected to interfere with the Directors’ exercise of independent judgment.

The Corporate Governance Committee and the Board participate in the determination of Director Independence. The determinations are based on information concerning the personal, business and other relationships and dealings between the Director of Supremex, its subsidiaries and affiliates, collected, among other means, through questionnaires completed by the Directors. Save and except for Stewart Emerson who is President and CEO of the Company, the Board has determined that all other Directors standing for election to the Board are “independent” within the meaning of the NI-52-110, being Robert B. Johnston, Nicole Boivin, Georges Kobrynsky, Dany Paradis, Steven P. Richardson, Andrew I. (Drew) Sullivan and Warren J. White.

Please see “Election of Directors” in this Information Circular for additional information relating to each Director standing for nomination, including other company boards on which they serve.

8.3 Independent Directors’ Meetings

The independent members of the Board are entitled to meet without any members of the Board who are not independent and without management present.

Supremex has implemented adequate structures and processes which permit the Board to function independently of its management. The Board maintains the exercise of independent supervision over management. Any independent Director may, at any time, call a meeting or request an ‘in camera’ portion of a meeting of the Board at which non-independent Directors and members of management are not present.

For the nine meetings of the Board held in 2022, the Directors met for ‘in camera’ sessions. Directors are entitled to request at any time a meeting amongst independent directors only. For the meetings of the Audit Committee in 2022, four ‘in camera’ sessions were held with management and one ‘in camera’ session without the presence of management. All the current Audit Committee members are independent. The meetings held by the Corporate Governance Committee in 2022 were held without management present, except for one. The members of the Human Resources Committee met for ‘in camera’ at five sessions during their meetings held in 2022. There was no ‘in camera’ meeting held by the Pension Investment Committee in 2022.

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8.4 Independent Chair

The Board has in place appropriate structures and procedures which ensure that the Board can function independently of management. The positions of CEO and Chairman of the Board are split. Mr. Robert B. Johnston is the Chairman of the Board and is generally responsible for overseeing that the Board is carrying out its responsibilities, including overseeing that these responsibilities are carried out independently from management.

The Corporate Governance Committee is charged with facilitating the independent functioning of the Board and maintaining an effective relationship between the Board and senior management. The committee is responsible for reviewing and assessing the Board’s relationship with management.

8.5 Board of Directors Size

The Board is currently comprised of eight Directors to be re-elected at the Meeting. The Board is of the view that its size and composition are well suited to the circumstances of Supremex and allow for the efficient functioning of the Board as a decision-making body. See “Nominees for Election to the Board – Description of the Proposed Director Nominees”.

8.6 Mandate of the Board

The Board establishes the overall policies for Supremex shareholders, monitors and evaluates Supremex’ strategic direction, and retains plenary power for those functions not specifically delegated by it to its Committees or to management. Accordingly, in addition to the powers and authorities conferred upon and to the duties of the directors of a Canadian corporation as prescribed by applicable laws, the mandate of the Board is to supervise the management of the business and affairs of Supremex with a view to evaluate, on an ongoing basis, whether Supremex’ resources are being managed in a manner consistent with enhancing shareholder value, ethical considerations and stakeholder’s interests. In discharging their duties, Board’s members must act honestly and in good faith, with a view to the best interests of Supremex. Board’s members must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Under its mandate, the Board is entitled to engage outside advisers, at Supremex’ expense, where, in the view of the Board, additional expertise or advice is required.

8.7 Position Description

The Board has developed written charters for itself, the Audit Committee, the Human Resources Committee, and the Corporate Governance Committee. Although the Board does not have yet written position descriptions for the Chairman of the Board or the Chair of each committee of the Board, the Board expects the Chairman of the Board to manage the Board and ensure that the Board carries out its mandate effectively and clearly understands and respects the boundaries between the Board and management’s responsibilities. The Board also expects the Chairman of the Board to provide leadership to enhance Board’s effectiveness.

The Board expects and requires that each Committee Chair’s key role is to manage his respective committee and ensure that the committee carries out its mandate effectively. Like the Chairman of the Board, each Committee Chair is expected to provide leadership to enhance committee effectiveness and must oversee the committee’s discharge of its responsibilities. Committee Chairs must report regularly to the Board on the businesses of their committees.

The Board has delegated to the CEO and management the responsibility for the day-to-day management while respecting Supremex’ strategic plans, operational agenda, corporate policies and financial limits approved from time to time by the Board. The Board has developed a position description for the CEO.

In addition to those matters which by law must be approved by the Board, or a committee of the Board to which approval authority has been delegated by the Board, Board’s approval is required for all matters of policy and all actions proposed to be taken by Supremex which are not in the ordinary course of business. In particular, the Board of Supremex approves major capital expenditures and any transaction out of the ordinary course of business.

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8.8 Orientation and Continuing Education

In addition to having extensive discussions with the Chairman of the Board and the CEO with respect to the business and operations of Supremex, new Directors are provided with extensive information on Supremex’ business, its strategic and operational business plans, its corporate objectives, its operating performance, its corporate governance system and its financial position. The Board is committed to ensure that any prospective candidate will fully understand the role of the Board and its committees and the contribution that individual Directors are expected to make.

Presentations are made from time to time by management and outside consultants, including external lawyers, to the Board to educate and keep Board members informed of changes within Supremex and of regulatory and industry requirements and standards.

In addition, site visits are conducted with members of the Board to enhance the Directors’ understanding of Supremex’ business.

8.9 Ethical Business Conduct

Supremex has adopted a written Code of Business Ethics and Conduct (the “ Code of Ethics ”) which provides guidelines and expectations to ensure that Supremex’ commitment to conduct business with the highest degree of ethical conduct is understood and complied with. The Code of Ethics sets out guidance with respect to conduct in dealing with conflicts of interest, protection of our assets, confidentiality, fair dealing with shareholders, competitors and employees, insider trading, compliance with laws and reporting any illegal or unethical behaviour. The Code of Ethics was first adopted on April 12, 2006 and as been amended from time to time with the last amendment being on February 22, 2023.

The Code of Ethics is available at www.supremex.com and on SEDAR at www.sedar.com . A paper copy is also available upon request from the Secretary of Supremex.

The Board is responsible for monitoring compliance with the Code of Ethics. The Code of Ethics has been distributed to employees and Directors.

The Board can and does exercise independent judgment in considering transactions and agreements in respect of which a Director or executive officer has a material interest. The Board monitors the disclosure of conflicts of interest by Directors and ensures that no Director will vote or participate in a discussion on a matter in respect of which such Director has a material interest.

The Board actively monitors compliance with the Code of Ethics and promotes a business environment where employees are encouraged to report malfeasance, irregularities and other concerns. The Board has adopted a whistleblower policy, which provides for specific procedures for reporting non-compliant practices in a manner which, in the opinion of the Board, encourages and promotes a culture of ethical business conduct. Supremex has engaged an outside consultant to whom anonymous calls can be addressed to.

8.10 Nomination of Directors

The responsibility for identifying, reviewing and recommending new candidates for nomination as Board member is delegated to the Corporate Governance Committee. Such committee maintains an overview of the desired size of the Board, the need for recruitment and the expected skill-set of the new candidates. The Board approves the final choice of candidates for nomination and election by the Shareholders.

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Every year, the Corporate Governance Committee considers the competencies and skills that the Board, as a whole, should possess. It reviews the credentials and performance of candidates proposed for election or re-election to the Board and assesses their competencies and skills. In doing so, it considers their qualifications under applicable laws, regulations and rules as well as the needs of Supremex and the talents already represented on the Board. Based on its assessment of the existing strengths of the Board and the changing needs of the organization, the Corporate Governance Committee determines the competencies, skills and personal qualities it should seek in new Board members to add value to the organization.

8.11 Assessment of Directors

The Corporate Governance Committee will periodically evaluate the effectiveness of the Board as a whole, the committees and the Committee Chairs, and the qualification of individual Directors.

The Corporate Governance Committee prepares a questionnaire to assess the performance of the Board and the committees of the Board, which questionnaire is approved by the Board. The questionnaire includes a section called ‘peer review’ which relates to any weaknesses identified by the Board members, and each Board member is welcome to give any recommendation.

The Corporate Governance Committee performed a board assessment in 2022.

The Board retains the services of its external lawyers to administer and compile all of the responses to the questionnaires in order to protect the confidentiality of the answers given by each Director. A detailed report of the answers was provided to the Chair of the Corporate Governance Committee the summary of which was reviewed with the Board.

The Board believes that the Board, the committees of the Board, the Chairs of the Committees of the Board and individual Directors are effectively, fulfilling their responsibilities. The Corporate Governance Committee does not assess the contribution of individual Directors. Supremex is of the view that the size of its Board does not require individual director’s assessments.

9. OTHER INFORMATION

9.1 General

The Directors of Supremex are not aware of any other matter that should be brought before the Meeting other than the matters referred to in the accompanying notice of the Meeting.

9.2 Additional Information

Additional information relating to Supremex is available electronically on SEDAR at www.sedar.com . Financial information for the Company’s most recently completed financial year is provided in the audited consolidated financial statements of Supremex and related management’s discussion and analysis, which are also available on SEDAR. Shareholders may also contact Supremex at its principal and head office located at 7213 Cordner, LaSalle (QC), Canada, H8N 2J7, facsimile number: 514 595-3092 to request copies of the financial statements and the management’s discussion and analysis.

9.3 Normal Course Issuer Bid

On August 29, 2022, the Company announced a normal course issuer bid (“ NCIB ”) to purchase for cancellation up to 1,301,713 of its Shares, representing approximately 5.0% of its 26,034,269 issued and outstanding Shares as of August 18, 2022. Purchases under the NCIB will be made through the facilities of the TSX and/or alternative trading systems in Canada, if eligible, in accordance with applicable securities laws and regulations, over a maximum period of 12 months beginning on August 31, 2022 and ending on August 30, 2023. Since the implementation of the NCIB, the Company repurchased for cancellation a total of 438,400 Shares for a total cost of $1,489,978. Shareholders may obtain a copy of the Company’s Notice of Intention relating to its NCIB, without charge, by contacting the Company at its Head Office located at 7213 Cordner, LaSalle (QC), Canada, H8N 2J7, facsimile number: 514 595-3092.

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10. SHAREHOLDER PROPOSALS FOR OUR NEXT ANNUAL SHAREHOLDERS MEETING

Supremex will include proposals from Shareholders that comply with applicable laws in next year’s management information circular for its next annual shareholder meeting to be held in respect of the fiscal year ending on December 31, 2023. Please send your proposal to the Chief Executive Officer of Supremex at its principal and head office: 7213 Cordner, LaSalle (QC), Canada, H8N 2J7, facsimile number: 514 595-3092 by February 12, 2024.

11. APPROVAL OF DIRECTORS

The contents and the sending of this Information Circular to Shareholders of Supremex have been approved by the Directors of Supremex.

Dated at the City of Montreal, in the Province of Quebec, this 31[st] day of March 2023.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Stewart Emerson President and Chief Executive Officer of Supremex

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APPENDIX A - CHARTER OF THE BOARD OF DIRECTORS

CHARTER OF THE BOARD

Section 1 PURPOSE

This charter prescribes the role of the board of directors (the " Board ") of Supremex Inc. (the " Corporation "). This charter is subject to the articles of arrangement and by-laws of the Corporation and to applicable laws. This charter is not intended to limit, enlarge or change in any way the responsibilities of the Board as determined by such articles, by-laws and applicable laws. The board members are elected annually by the shareholders of the Corporation and together with those appointed to fill vacancies or appointed as additional board members throughout the year, collectively constitute the Board.

Section 2 ROLE

The prime stewardship responsibility of the Board is to ensure the viability of the Corporation and to ensure that it is managed in the interests of the shareholders as a whole.

The Board establishes the overall policies for the Corporation, monitors and evaluates the Corporation's strategic direction, and retains plenary power for those functions not specifically delegated by it to its Committees or to management. Accordingly, in addition to the duties of directors of a Canadian corporation as prescribed by applicable laws, the mandate of the Board is to supervise the management of the business and affairs of the Corporation with a view to evaluate, on an ongoing basis, whether the Corporation's resources are being managed in a manner consistent with enhancing shareholder value, ethical considerations and stakeholders' interests. In discharging their duties, board members must act honestly and in good faith, with a view to the best interests of the Corporation. Board members must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Section 3 COMPOSITION

Selection

The Board shall be comprised of that number of board members as shall be determined from time to time by the Board upon recommendation of the Corporate Governance Committee of the Board.

The Corporate Governance Committee of the Board maintains an overview of the desired size of the Board, the need for recruitment and the expected skill-set of the new candidates. The Corporate Governance Committee reviews and recommends to the Board the candidates for nomination as board members. The Board approves the final choice of candidates for nomination and election by the shareholders.

Board members must have an appropriate mix of skills, knowledge and experience in business and an understanding of the geographical areas in which the Corporation operates. Board members selected should be able to commit the requisite time for all of the Board's business.

Chairman and Lead Member

A Chairman of the Board shall be appointed by the Board. If the President or any senior executive of the Corporation is also the Chairman of the Board, a Lead Member to the Board shall be appointed among the Board's independent members. The Lead Member shall ensure that the Board carries its responsibilities effectively and its role and responsibilities shall be set out in a written charter.

Independence

A majority of the Board shall be composed of board members who must be determined to have no material relationship with the Corporation and who, in the reasonable opinion of the Board, must be independent under the laws, regulations and listing requirements to which the Corporation is subject.

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Criteria for Board membership

Board members are expected to possess the following characteristics and traits:

• (a) demonstrate high ethical standards and integrity in their personal and professional dealings;

• (b) act honestly and in good faith with a view to the best interests of the Corporation;

• (c) devote sufficient time to the affairs of the Corporation and exercise care, diligence and skill in fulfilling their responsibilities both as Board members and as Committee members;

• (d) provide independent judgment on a broad range of issues;

• (e) understand and challenge the key business plans of the Corporation;

• (f) raise questions and issues to facilitate active and effective participation in the deliberations of the Board and of each Committee;

• (g) make all reasonable efforts to attend all Board and Committee meetings; and

• (h) review the materials provided by management in advance of the Board and Committee meetings.

Term limits and retirement age for board members

The Board has determined that neither fixed term limits nor a compulsory retirement age for board members should be established. The Board is of the view that such a policy is not necessary to the extent there is an effective evaluation and renewal process at the Board. Corporate Governance Committee will review the composition of the Board on an annual basis against various dimensions including age, tenure, compensation, contribution and make recommendation to the Chairman of the Board on proposed changes. The Chairman of the Board would then speak with each member of the Board as part of an annual board assessment review and in such review, consider the recommendations arising out of the Corporate Governance Committee.

Section 4 COMPENSATION

The Board determines from time to time upon the recommendation of the Corporate Governance Committee that the independent board members should be compensated in a form and amount which is appropriate and which is customary for comparable corporations, having regard for such matters as time commitment, responsibility and trends in director compensation.

Section 5 RESPONSIBILITIES

Without limiting the Board's governance obligations, general Board responsibilities shall include the following:

With respect to Strategic Planning

• (a) Approving the Corporation's long-term strategy, taking into account, amongst other matters, business opportunities and risks.

• (b) Approving and monitoring the implementation of the Corporation's annual business plan.

• (c) Advising management on strategic issues.

With respect to Human Resources and Performance Assessment

• (a) Choosing the President and approving the appointment of other individual named executive officers of the Corporation (collectively, the “ NEOS ”).

• (b) Monitoring and assessing the performance of the President and the NEOS and approving their compensation, taking into consideration Board expectations and fixed goals and objectives. The President shall have the authority to terminate any NEOS provided that the President has first informed the Board of his motives supporting such decision and that the Board has had the opportunity to discuss such termination with the President in advance of any final decision being communicated to said NEOS.

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• (c) Monitoring management and Board succession planning process.

With respect to Financial Matters and Internal Control

• (a) Monitoring the integrity and quality of the Corporation's financial statements and the appropriateness of their disclosure.

• (b) Reviewing the general content of the Annual Information Form, Annual Report (if any), Management Proxy Information Circular, Management's Discussion and Analysis, prospectuses and any other document required to be disclosed or filed by the Corporation before their public disclosure or filing with regulatory authorities and the Audit Committee’s report on the Management’s discussion and analysis and, as applicable, any financial aspects of the other documents and other Committee’s report or review of the relevant parts of the Management Proxy Circular and/or the Annual Information Form.

• (c) Approving annual operating and capital budgets, the issuance of securities and, subject to the schedule of authority adopted by the Board, any transaction out of the ordinary course of business, including proposals on mergers, acquisitions or other major transactions such as investment or divestitures.

• (d) Determining dividend policies and procedures.

• (e) Taking all reasonable measures to ensure that appropriate systems are in place to identify business risks and opportunities and overseeing the implementation of processes to manage these risks and opportunities.

• (f) Monitoring the Corporation's internal control and management information systems.

• (g) Monitoring the Corporation's compliance with applicable legal and regulatory requirements.

• (h) Reviewing at least annually the Corporation's communications policy and monitoring the Corporation's communications with analysts, investors and the public.

With respect to Risks

• (a) Monitoring the Corporation’s risks, their evaluation of probability of occurrence and potential impact along with risk mitigation strategies.

• (b) Monitoring of any major changes to the Corporation’s risk profile and mitigation strategies.

• (c) Reviewing at least annually the appropriateness of public risk disclosure.

With respect to Corporate Governance Matters

• (a) Monitoring the size and composition of the Board and its Committees based on age, tenure, competencies, diversity, skills, contributions and personal qualities sought in board members.

• (b) Approving the list of Board nominees for election by shareholders.

• (c) Taking all reasonable measures to satisfy itself as to the integrity of the President and other executive officers and that management creates a culture of integrity throughout the Corporation.

• (d) Reviewing, on a regular basis, appropriate corporate governance structures and procedures, including the identification of decisions requiring approval of the Board and, where appropriate, measures for receiving stakeholder feedback, and the adequate public disclosure thereof.

• (e) Adopting and reviewing, on a regular basis, the Corporation's Code of Business Ethics and Conduct (the " Code ") applicable to the directors, executive officers and other officers and employees of the Corporation and monitoring compliance with such Code.

With respect to other matters

• (a) Overseeing the development and implementation, and assessing and monitoring, environmental, safety and security policies, procedures and guidelines of the Corporation.

• (b) Overseeing the Whistleblower Procedures, including in respect of financial matters and reviewing the Whistleblower Policy, from time to time.

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Section 6 MEETINGS

The Board will meet at least quarterly (in person or by teleconference) with additional meetings scheduled as required. Each director has a responsibility to attend and participate in meetings of the Board. The Chairman will prepare and distribute the meeting agenda and minutes to the Board.

Information and materials that are important to the Board's understanding of the agenda items and related topics are distributed in advance of a meeting. The Corporation will deliver information on the business, operations and finances of the Corporation to the Board on an as required basis.

On the occasion of each Board meeting, non-management board members will meet in camera session under the chairmanship of the Chairman or the Lead Member, if any. Additional meetings may be held at the request of any board member. The Chairman or Lead Member, as the case may be, will forward to the President any questions, comments or suggestions of the board members.

Section 7 BOARD COMMITTEES

There are three Committees of the Board: the Audit Committee, the Corporate Governance Committee and the Human Resources Committee. The roles and responsibilities of each Committee is described in the respective Committee charters.

The Audit Committee, the Corporate Governance Committee and the Human Resources Committee shall each have at least three members who have no material relationship with the Corporation and such members shall be otherwise independent under the laws, regulations and listing requirements to which the Corporation is subject.

Section 8 ADVISERS

The Board may engage outside advisors at the expense of the Corporation in order to assist the Board in the performance of its duties and set and pay the compensation for such advisors.

The Board has determined that any Board member who wishes to engage a non-management advisor to assist on matters involving the Board member's responsibilities as a Board member at the expense of the Corporation should review the request with, and obtain the authorization of, the Chairman of the Board.

Section 9 BOARD INTERACTION WITH THIRD PARTIES

If a third party approaches a Board member on a matter of interest to the Corporation, the Board member should bring the matter to the attention of the Chairman who shall determine whether this matter should be reviewed with management or should more appropriately be dealt by the Board in camera session.

Section 10 OTHER MATTERS

Board members shall disclose all actual, potential or apparent conflicts of interest and refrain from voting on matters in which the board member has a conflict of interest. In addition, the Board member shall excuse himself or herself from any discussion or decision on any matter in which the Board member is precluded from voting as a result of a conflict of interest or which otherwise affects his or her personal, business or professional interests.

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APPENDIX B – ADVANCE NOTICE BY-LAW

ADVANCE NOTICE BY-LAW

A By-law Relating to Advance Notice of Nominations of Directors of the Company

Part One Introduction

The purpose of this Advance Notice By-law of the Company (the " By-law ") is to provide shareholders, directors and management of Supremex Inc. (the " Company ") with procedures relating to the nomination of directors. This By-law is the framework by which the Company fixes a deadline by which shareholders of the Company wishing to nominate persons for election as directors of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company for the notice to be in proper written form.

It is the belief of the Company and the Board that this By-law is beneficial to shareholders and other stakeholders and is in the best interest of the Company. This By-law will be subject to periodic review by the Company and, subject to the Act, will be revised to reflect mandatory changes as required pursuant to applicable securities regulatory or stock exchange requirements and, at the discretion of the Board, amendments necessary to meet evolving industry standards.

Part Two Advance Notice of Nominations of Directors

Section 1.01 Nomination Procedures – Subject only to the Act, Applicable Securities Law and the articles of the Company, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of persons for election to the Board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if the election of directors is a matter specified in the notice of meeting,

• (a) by or at the direction of the Board or an authorized officer of the Company, including pursuant to a notice of meeting;

• (b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act, or a requisition of a shareholders meeting by one or more of the shareholders made in accordance with the provisions of the Act; or

• (c) by any person (a " Nominating Shareholder ") who:

• (i) at the close of business on the date of the giving of the notice provided for section 1.03 and on the record date for notice of such meeting, is entered in the securities register of the Company as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence of such beneficial ownership to the Company, and

• (ii) complies with the notice procedures set forth below in this By-law.

Section 1.02 Nominations for Election – For the avoidance of doubt, the procedures set forth in this By-law shall be the exclusive means for any person to bring nominations for election to the Board before any annual or special meeting of shareholders of the Company.

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Section 1.03 Timely Notice – In addition to any other applicable requirements, for a nomination to be validly made by a Nominating Shareholder, the Nominating Shareholder must have given notice thereof in proper written form to the corporate secretary of the Company:

• (a) in the case of an annual meeting (including an annual and special meeting) of shareholders, not less than thirty (30) nor more than sixty-five (65) 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 (the " Notice Date ") on which the first 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 (10[th] ) day following the Notice Date;

• (b) 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 (15[th] ) day following the day on which the first public announcement of the date of the meeting was made.

In no event shall any adjournment, postponement or reconvening of a meeting, or the announcement thereof commence a new time period for the giving of a Nominating Shareholder's notice as described above.

Section 1.04 Proper Form of Notice – To be in proper form, a Nominating Shareholder's notice must be in writing and must set forth or be accompanied by, as applicable:

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

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

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

• (iii) whether the Proposed Nominee is a resident Canadian within the meaning of the Act;

• (iv) the number of securities of each class or series of the Company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

• (v) a description of any relationship, agreement, arrangement or understanding (including and without limitation, whether familial, business, financial, compensatory or indemnity related or otherwise) between the Nominating Shareholder and the Proposed Nominee, or any Affiliates or Associates of, or any person or entity acting jointly or in concert with the Nominating Shareholder or the Proposed Nominee, in any way relating to the Proposed Nominee's nomination and election as a director; and

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

• (b) as to the Nominating Shareholder:

• (i) the name, business and residential address of such Nominating Shareholder;

• (ii) the number of securities of each class or series of the Company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by such Nominating Shareholder or any other person with whom such Nominating Shareholder is acting jointly or in concert with respect to the Company or any of its securities, as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

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• (iii) its interests in, or rights or obligations associated with, any agreements, arrangements or understandings, the purpose or effect of which may be to alter, directly or indirectly, such Nominating Shareholder's economic interest in a security of the Company or such Nominating Shareholder's economic exposure to the Company;

• (iv) full particulars regarding any proxy, contract, arrangement, agreement, understanding or relationship pursuant to which such Nominating Shareholder, or any of its Affiliates or Associates, has any interests, rights or obligations relating to the voting of any securities of the Company or the nomination of directors to the Board;

• (v) full particulars of any direct or indirect interest of such Nominating Shareholder in any contract with the Company or with any of the Company's Affiliates;

• (vi) whether such Nominating Shareholder intends to deliver a proxy circular and/or form of proxy to any shareholder of the Company in connection with such nomination or otherwise solicit proxies or votes from shareholders of the Company in support of such nomination; and

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

• (c) a written consent duly signed by each Proposed Nominee to being named as a nominee for election to the Board and to serve as a director of the Company, if elected.

References to "Nominating Shareholder" in this section 1.04 shall be deemed to refer to each shareholder that nominates or seeks to nominate a person for election as director in the case of a nomination proposal where more than one shareholder is involved in making such nomination proposal.

Section 1.05 Notice to be Updated – In addition, to be considered timely and in proper written form, a Nominating Shareholder's notice shall be promptly updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting.

Section 1.06 Power of the Chair – The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in this By-law and, if any proposed nomination is not in compliance with this By-law, must declare, as soon as practicable following receipt of such nomination and prior to the meeting, that such defective nomination shall be disregarded.

Section 1.07 Delivery of Notice – Notwithstanding any other provision of this By-law, notice given to the corporate secretary of the Company pursuant to this By-law may only be given by personal delivery or facsimile transmission, and shall be deemed to have been given and made only at the time it is served by personal delivery or sent by facsimile transmission (provided that receipt of the confirmation of such transmission has been received) to the corporate secretary of the Company at the address of the principal executive offices of the Company; provided that if such delivery or electronic communication is made on a day which is not a business day or later than 5:00 p.m. (Eastern time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.

Section 1.08 Board Discretion – Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this By-law.

Section 1.09 Definitions – For purposes of this By-law,

• (a) " Act " means the Canada Business Corporations Act , or any statute that may be substituted therefor, as from time to time amended.

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• (b) " Affiliate ", when used to indicate a relationship with a specific person, shall mean a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person.

• (c) " Applicable Securities Laws " means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the written rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of each province and territory of Canada.

• (d) " Associate ", when used to indicate a relationship with a specified person, shall mean:

• (i) any body corporate or trust of which such person beneficially owns, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of such body corporate or trust for the time being outstanding,

• (ii) any partner of that person,

• (iii) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity,

• (iv) a spouse of such specified person,

• (v) any person of either sex with whom such specified person is living in conjugal relationship outside marriage, or

• (vi) any relative of such specified person or of a person mentioned in clauses (iv) or (v) of this definition if that relative has the same residence as the specified person.

• (e) " beneficially owns " or " beneficially owned " means, in connection with the ownership of securities of the Company by a person, (i) any such securities as to which such person or any of such person's Affiliates or Associates owns at law or in equity, or has the right to acquire or become the owner at law or in equity, where such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, upon the exercise of any conversion right, exchange right or purchase right attaching to any securities, or pursuant to any agreement, arrangement, pledge or understanding whether or not in writing; (ii) any such securities as to which such person or any of such person's Affiliates or Associates has the right to vote, or the right to direct the voting, where such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, pursuant to any agreement, arrangement, pledge or understanding whether or not in writing; (iii) any such securities which are beneficially owned, directly or indirectly, by a Counterparty (or any of such Counterparty's Affiliates or Associates) under any Derivatives Contract (without regard to any short or similar position under the same or any other Derivatives Contract) to which such person or any of such person's Affiliates or Associates is a Receiving Party; provided, however that the number of securities that a person beneficially owns pursuant to this clause (iii) in connection with a particular Derivatives Contract shall not exceed the number of Notional Securities with respect to such Derivatives Contract; provided, further, that the number of securities owned beneficially by each Counterparty (including their respective Affiliates and Associates) under a Derivatives Contract shall for purposes of this clause be deemed to include all securities that are owned beneficially, directly or indirectly, by any other Counterparty (or any of such other Counterparty's Affiliates or Associates) under any Derivatives Contract to which such first Counterparty (or any of such first Counterparty's Affiliates or Associates) is a Receiving Party and this proviso shall be applied to successive Counterparties as appropriate; and (iv) any such securities which are owned beneficially within the meaning of this definition by any other person with whom such person is acting jointly or in concert with respect to the Company or any of its securities.

• (f) " Board " means the board of directors of the Company.

• (g) " close of business " means 5:00 p.m. (Eastern time) on a business day in Montreal, Quebec.

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• (h) " Derivatives Contract " shall mean a contract between a " Receiving Party " and a " Counterparty " that is designed to expose the Receiving Party to economic benefits and risks that correspond substantially to the ownership by the Receiving Party of a number of securities of the Company or securities convertible into such shares of the Company specified or referenced in such contract (the number corresponding to such economic benefits and risks, the " Notional Securities "), regardless of whether obligations under such contract are required or permitted to be settled through the delivery of cash, securities of the Company or securities convertible into other securities or property, without regard to any short position under the same or any other Derivatives Contract. For the avoidance of doubt, interests in broad-based index options, broad-based index futures and broad-based publicly traded market baskets of stocks approved for trading by the appropriate governmental authority shall not be deemed to be Derivatives Contracts.

• (i) " person " means a natural person, partnership, limited partnership, limited liability partnership, Company, limited liability Company, unlimited liability Company, joint stock company, trust, unincorporated association, joint venture or other entity or governmental entity, and pronouns have a similarly extended meaning.

• (j) " public announcement " shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company or its transfer agent and registrar under the Company's profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com ., or any system that is a replacement or successor thereto.

Part Three Effective Date

Section 1.10 Effective Date - This By-law shall come into force on August 10, 2022.

ENACTED by the Board on August 10, 2022.

(signed) Stewart Emerson President and Chief Executive Officer

(signed) Mary Chronopoulos Corporate Secretary

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