ITPOF Intertape Polymer Group Inc (PK)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Notice of 2022 Annual and Special Meeting of Shareholders

to be held on May 11, 2022

and

MANAGEMENT INFORMATION CIRCULAR

with respect to a proposed Arrangement involving

Intertape Polymer Group Inc.

and

1351693 B.C. Ltd.

April 1, 2022

On behalf of the Board and the entire organization we appreciate your continued support and we invite you to share your feedback with us by e-mail at jpanteli@itape.com or by writing to the attention of the Chair of the Board at the following address: 800 Place Victoria, Suite 3500, Montreal, Québec H4Z 1E9, c/o Fasken Martineau Dumoulin LLP.

Sincerely,

/s/ James Pantelidis

James Pantelidis

Chair of the Board

Intertape Polymer Group Inc.

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INTERTAPE POLYMER GROUP INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that an Annual and Special Meeting of Shareholders (the “Meeting”) of INTERTAPE POLYMER GROUP INC. (the “Company”) will be held on Wednesday, May 11, 2022 at 9:00 a.m. (EDT) as a hybrid meeting with a physical location at the Fairmont Royal York, 100 Front St West, Toronto, Ontario, Canada and the ability to participate virtually, via live webcast, to:

The accompanying Circular provides detailed information relating to the matters to be dealt with at the Meeting and forms part of this notice.

In an effort to safeguard the health and safety of all stakeholders and the broader community from the COVID-19 pandemic, the Company has opted to proceed with a hybrid format enabling Shareholders to attend and vote at the Meeting in person or virtually via live webcast. This hybrid format will enable greater participation of Shareholders by allowing Shareholders who might not otherwise be able to travel to a physical meeting to attend virtually.

Shareholders who hold their Shares directly in their respective names (“Registered Shareholders”) and duly appointed proxyholders will have the opportunity to attend the Meeting in person or virtually, and if virtually, submit questions, and vote in real time through a web-based platform. Non-registered or beneficial shareholders who have not appointed themselves as proxyholders will be able to attend the Meeting as guests, in person or virtually, but will not be able to vote, ask questions or otherwise participate. See Appendix A of the Circular for more details.

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Shareholders and other interested parties can attend the Meeting in person, or online by going to https://web.lumiagm.com/488452910 and using the following password: intertape2022 (case sensitive). Registered Shareholders and duly appointed proxyholders who wish to participate in the Meeting online must also follow the additional steps set forth below. Non-registered or beneficial shareholders who wish to appoint a proxyholder or wish to appoint themselves as proxyholders must also follow the additional steps set forth in the Circular.

The Company is not relying on the notice-and-access delivery procedures outlined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer to distribute copies of the proxy-related materials in connection with the Meeting.

Whether or not they are able to attend the Meeting, Shareholders are strongly encouraged to express their vote in advance by completing the form of proxy or voting instruction form that were provided to them. Detailed instructions on how to complete and return proxies and the voting instruction form by mail, fax or e-mail are provided starting on page 19 of the Circular. To be effective, the completed form of proxy or voting instruction form must be deposited with our transfer agent and registrar, TSX Trust Company, P.O. Box 721, Agincourt, Ontario M1S 0A1, at any time prior to 12:00 p.m. (EDT) on May 9, 2022. The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice, and the Chair of the Meeting is under no obligation to accept or reject any particular late proxy.

If you wish to be able to participate and vote at the Meeting online, you must follow the steps described below:

1. Log in to the Meeting online at https://web.lumiagm.com/488452910

2. If you are a registered Shareholder: Select the “I have a login” icon and enter your 13-digit control number as indicated on the form of proxy that you received from TSX Trust Company, followed by the following password: intertape2022 (case sensitive).

Note: In the event that you use your control number to log in to the Meeting, any vote you cast at the Meeting will automatically revoke any proxy you previously submitted. If you do not wish to revoke a proxy that you previously submitted, you should refrain from voting during the Meeting.

3. If you are a duly appointed proxyholder: Select the “I have a login” icon then enter your 13-digit control number, followed by the following password: intertape2022 (case sensitive). Proxyholders who have been duly appointed and registered with TSX Trust Company in accordance with the instructions set forth in the Circular will receive a control number via e-mail from TSX Trust Company after the proxy voting deadline has passed:

Registered Shareholders who wish to appoint a person other than a person named in the form of proxy included herewith and non-registered Shareholders who wish to appoint themselves or a third party as proxyholder MUST submit their proxy form or voting instruction form in advance of the Meeting in accordance with the delays and instructions set forth therein, and MUST ALSO complete the online form available at www.tsxtrust.com/control-number-request or call TSX Trust Company at 866-751-6315 (toll-free in Canada and the United States) or 212-235-5754 (other countries) by 12:00 p.m. (EDT) on May 9, 2022 and provide TSX Trust Company with the required proxyholder contact information. TSX Trust Company will use such proxyholder contact information to provide the proxyholder with a proxyholder Control Number via e-mail, which proxyholder Control Number can be used to access the online Meeting and vote, ask questions and otherwise participate thereat.

4. If you are a guest: Select the “I am a Guest” icon and complete the online form. If you attend as a guest, you will not be able to vote or submit questions.

For additional instructions regarding the virtual platform and the navigation thereof, consult the “Virtual Annual General Meeting 2022 – LUMI Guide” on the Company’s website at https://www.itape.com/annualmeetingmaterials. Technical support will be available on the virtual platform on the day of the Meeting via e-mail at support-ca@lumiglobal.com.

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Shareholders may also vote their Shares by internet or telephone in advance using the procedures described in the enclosed form of proxy or voting instruction form, as applicable.

The Company may utilize the Broadridge QuickVote^™ service to assist beneficial shareholders with voting over the telephone. Alternatively, Kingsdale Advisors may contact such beneficial shareholders to assist them with conveniently voting directly over the phone.

Only Shareholders registered at the close of business on March 25, 2022 will be entitled to receive notice of and vote at the Meeting.

Shareholders who have any questions should contact the Company’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at 1-855-682-9437 (toll-free within North America) or 416-867-2272 (collect call outside North America) or by e-mail at contactus@kingsdaleadvisors.com. Shareholders who have questions or require further information about the procedures to complete their letter of transmittal may contact TSX Trust Company at 800-387-0825 (toll-free in Canada and the United States) or 416-682-3860 (other countries).

DATED at Sarasota, Florida

April 1, 2022

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Randi M. Booth

Secretary

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TABLE OF CONTENTS

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MANAGEMENT INFORMATION CIRCULAR

This Management Information Circular (the “Circular”) is furnished in connection with the solicitation by the management of Intertape Polymer Group Inc. (“IPG” or the “Company”) of proxies to be used at the annual and special meeting (the “Meeting”) of shareholders of the Company (the “Shareholders”) to be held at the time and place and for the purposes set out in the Notice of Meeting and all adjournments thereof. Except as otherwise stated, the information contained herein is given as of March 25, 2022.

All capitalized terms used in this Circular but not otherwise defined herein have the meanings set forth in the “Glossary of Terms”.

In this Circular, the Company and its subsidiaries are collectively referred to as the “Company”, as the context requires.

Cautionary Statements

We have not authorized any person to give any information or to make any representation in connection with the matters to be considered at the Meeting other than those contained in this Circular. If any such information or representation is given or made to you, you should not rely on it as having been authorized or as being accurate.

This Circular does not constitute the solicitation of an offer to purchase, or the making of an offer to sell, any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation or offer is not authorized or in which the Person making such solicitation or offer is not qualified to do so or to any person to whom it is unlawful to make such solicitation or offer.

Information contained in this Circular should not be construed as legal, tax or financial advice and Shareholders are urged to consult their own professional advisors in connection therewith.

Descriptions in this Circular of the terms of the Arrangement Agreement, Plan of Arrangement, Fairness Opinions, Voting Agreements and Interim Order are summaries of the terms of those documents. Shareholders should refer to the full text of each of the Plan of Arrangement, the Fairness Opinions and the Interim Order which are attached to this Circular as Schedules B, C and D, and I, respectively. Copies of the Arrangement Agreement and Voting Agreements have been filed by the Company under its profile on SEDAR at www.sedar.com and on the EDGAR website at www.sec.gov. Shareholders are urged to carefully read the full text of these documents.

Solicitation of Proxies by Management

Whether or not Shareholders plan to attend the Meeting, management of the Company requests that Shareholders fill out their proxy or voting instruction form (“VIF”) to ensure their votes are cast at the Meeting. This solicitation of Shareholder proxy is made on behalf of the management of the Company. The solicitation of proxies by management will be made primarily by mail. However, directors, officers and employees of the Company may also solicit proxies by telephone, telecopier, e-mail or in person. The total cost of solicitation of proxies will be borne by the Company. The Company has also engaged Kingsdale Advisors (“Kingsdale”) as its strategic shareholder advisor and proxy solicitation agent, and will pay fees of approximately $50,000 to Kingsdale for the advisory and proxy solicitation services in addition to a success fee and out-of-pocket expenses. Kingsdale can be reached by telephone, toll-free in North America at 1-855-682-9437 or at 416-867-2272 outside of North America (collect call) or by e-mail at contactus@kingsdaleadvisors.com.

Information about the Purchaser

Certain information in this Circular pertaining to the Purchaser, including but not limited to, information under “Information Concerning the Purchaser Parties” and “Financing”, has been furnished by the Purchaser. Although the Company does not have any knowledge that would indicate that such information is untrue or incomplete, neither the Company nor any of its officers assumes any responsibility for the accuracy or completeness of such information, or for the failure by the Purchaser, to disclose events or information that may affect the completeness or accuracy of such information.

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Notice to Shareholders Not Resident in Canada

The Company is incorporated under, and governed by, the laws of Canada. The solicitation of proxies and the transactions contemplated herein involve securities of a Canadian issuer and are being effected in accordance with Canadian corporate and securities laws. Shareholders should be aware that requirements under such Canadian laws differ materially from requirements applicable to U.S. companies under the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). The proxy rules under the U.S. Exchange Act are not applicable to the Company nor to this solicitation and this solicitation is not being effected in accordance with the U.S. Exchange Act or the rules and regulations promulgated thereunder.

The enforcement of civil liabilities under the securities laws of other jurisdictions outside of Canada may be affected adversely by the fact that the Company is organized under the laws of Canada and certain of its directors and executive officers are residents of Canada. You may not be able to sue the Company or certain of its directors or officers in a Canadian court for such violations of foreign securities laws. It may be difficult to compel the Company to subject itself to a judgment of a court outside of Canada.

THIS CIRCULAR HAS NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY, NOR HAS ANY SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

Shareholders who are foreign taxpayers should be aware that the Arrangement described in this Circular may have tax consequences both in Canada and the U.S., as well as in other jurisdictions. Such consequences for such Shareholders are not described in this Circular. Shareholders are advised to consult their tax advisors to determine the particular tax consequences to them of the transactions contemplated in this Circular.

Currency

Unless otherwise specified, all references to “$”, “USD$”, “U.S. dollars” and “dollars” are to United States dollars and all references to “C$” or “CDN$” are to Canadian dollars.

Forward-Looking Statements

Certain statements contained in this Circular may constitute forward-looking information or forward-looking statements within the meaning of applicable securities laws, including but not limited to, statements with respect to the rationale of the Special Committee for recommending, and the Board for causing the Company to enter into, the Arrangement Agreement, the expected benefits of the Arrangement and the timing of various steps and conditions precedent to be completed and/or obtained in connection with the Arrangement. Often but not always, forward-looking statements can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “believe”, “estimate”, “plan”, “predict”, “goal”, “intent”, “project”, “could”, “should”, “would”, “outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the negative of these terms or variations of them or similar terminology.

Forward-looking information is subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, (a) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, the required Shareholder, regulatory and Court approvals and other conditions of closing necessary to complete the Arrangement; (b) risks that the Arrangement Agreement may be terminated by the parties in certain circumstances; (c) risks related to the significant resources dedicated to pursuing the Arrangement and the fact that, while the Arrangement is pending, the Company is restricted from taking certain actions; (d) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; and (e) the fact that following Closing, Shareholders will no longer hold any of the Shares and will forego any future increase in value that might result from future growth and the potential achievement of the Company’s long-term plans.

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Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation.

The Company cautions that the foregoing list of important factors and assumptions is not exhaustive and other factors could also adversely affect its results. For more information on the risks, uncertainties and assumptions that could cause the Company’s actual results to differ from current expectations, please refer to the matters discussed under the “Risk Factors” section of this Circular, the “Risk Factors” section of the Company’s Form 20-F for the fiscal year ended December 31, 2021, as well as the Company’s other public filings, available on SEDAR at www.sedar.com and on the EDGAR website at www.sec.gov.

The forward-looking statements contained in this Circular describe the Company’s expectations for future performance of the Company based on current assumptions relating to the Company’s business, the economy and other conditions at the date of this Circular and, accordingly, are subject to change after such date. Except as may be required by applicable securities laws, the Company does not undertake any obligation to update or revise any forward-looking statements contained in this Circular, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.

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INFORMATION CONCERNING THE MEETING

Purpose of the Meeting

At the Meeting, Shareholders will be asked to:

Date, Time and Place of Meeting

The Meeting will be held Wednesday, May 11, 2022 at 9:00 a.m. (EDT). To address public health measures arising from the unprecedented public health impact of the COVID-19 pandemic, and to limit and mitigate risks to the health and safety of communities, Shareholders, employees and other stakeholders, the Meeting will be held on Wednesday, May 11, 2022 at 9:00 a.m. (EDT) as a hybrid meeting with a physical location at the Fairmont Royal York, 100 Front St West, Toronto, Ontario, Canada and the ability to participate virtually, via live webcast at https://web.lumiagm.com/488452910 and using the following password: intertape2022 (case sensitive). The hybrid Meeting will be accessible online starting at 8:00 a.m. (EDT) on May 11, 2022. See “Information Concerning the Meeting”. The Board has fixed the close of business on March 25, 2022 as the record date for determining Shareholders who are entitled to receive notice of and vote at the Meeting. The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice, and the Chair of the Meeting is under no obligation to accept or reject any particular late proxy.

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Solicitation of Proxies by Management

The solicitation of proxies will be made primarily by mail. However, directors, officers, employees and representatives of the Company may also solicit proxies by telephone, telecopier, e-mail or in person. The total cost of solicitation of proxies will be borne by the Company. The Company has also engaged Kingsdale as its strategic shareholder advisor and proxy solicitation agent, and will pay fees of approximately $50,000 to Kingsdale for the advisory and proxy solicitation services in addition to a success fee and out-of-pocket expenses. Kingsdale can be reached by telephone, toll-free in North America at 1-855-682-9437 or at 416-867-2272 outside of North America (collect call) or by e-mail at contactus@kingsdaleadvisors.com.

Availability of Proxy Materials

The Company is not relying on the notice-and-access delivery procedures outlined in National Instrument 54-101—Communication with Beneficial Owners of Securities of a Reporting Issuer to distribute copies of the proxy-related materials in connection with the Meeting. As a result, all Shareholders will receive paper copies of the Circular and related materials via prepaid mail, which includes both Shareholders who hold their shares directly in their respective names (“Registered Shareholders”) and Shareholders who hold their shares indirectly in the name of intermediaries and not registered in their respective names (“Beneficial Shareholders”).

Websites Where Proxy-Related Materials are Posted

The Proxy-Related Materials are available on the Company’s website at www.itape.com and under the Company’s profile on SEDAR at www.sedar.com (Canada) and at www.sec.gov (United States). All Shareholders are reminded to review the Proxy-Related Materials, including this Circular, before voting. “Proxy-Related Materials” refers to this Circular, the Notice of Meeting, a form of proxy and the Company’s 2021 annual report containing the Company’s annual audited consolidated financial statements as of and for the year ended December 31, 2021 and the related Management’s Discussion and Analysis.

Appointment and Revocation of Proxies

General

As mentioned above, Shareholders may be “Registered Shareholders” or “Beneficial Shareholders”. If Shares are registered in the name of the owner of the Shares, the Shares are said to be owned by a “Registered Shareholder”. If Shares are registered in the name of an intermediary and not registered in the Shareholder’s name, the Shares are said to be owned by a “Beneficial Shareholder” (or a “non-registered Shareholder”). An intermediary is usually a bank, trust company, securities dealer or broker, or a clearing agency in which an intermediary participates. The instructions provided below set out the different procedures for voting Shares at the Meeting to be followed by Registered Shareholders and Beneficial Shareholders.

The persons named in the enclosed instrument appointing a proxyholder are officers or directors of the Company. Shareholders have the right to appoint a person or company (who need not be a Shareholder) to attend and act for them at the Meeting other than the persons designated in the enclosed form of proxy by inserting such other person’s name in the blank space provided in the form of proxy and signing the form of proxy or by completing and signing another proper form of proxy. Shareholders who have given a proxy also have the right to revoke it insofar as it has not been exercised. The right to appoint an alternate proxyholder and the right to revoke a proxy may be exercised by following the procedures set out below under “Registered Shareholders” or “Beneficial Shareholders”, as applicable.

If any Shareholder receives more than one proxy or VIF, it is because that Shareholder’s Shares are registered in more than one form. In such cases, Shareholders should sign and submit all proxies or VIFs received by them in accordance with the instructions provided.

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Registered Shareholders

Registered Shareholders have two methods by which they can vote their Shares; namely during the Meeting (virtually or in person) or by proxy. To assure representation at the Meeting, Registered Shareholders are encouraged to return the proxy included with this Circular. Sending in a proxy will not prevent a Registered Shareholder from voting during the Meeting. If a proxy is sent by a Registered Shareholder and the Registered Shareholder subsequently votes at the Meeting, the vote will be taken and counted at the Meeting and the proxy will be deemed to have been revoked. Registered Shareholders who do not plan to attend the Meeting or do not wish to vote during the Meeting can vote by proxy in advance of the Meeting.

To be valid, the duly completed form of proxy must be deposited at the offices of TSX Trust Company, P.O. Box 721, Agincourt, Ontario M1S 0A1 prior to 12:00 p.m. (EDT) on May 9, 2022. The cut-off time for depositing proxies may be waived by the Chair of the Meeting at his sole discretion without notice. A Registered Shareholder may return the completed proxy as follows:

To exercise the right to appoint a person or company to attend and act for the Registered Shareholder at the Meeting, such Registered Shareholder insert the name of the alternate appointee in the blank space provided for that purpose, and return a duly executed copy of the form of proxy as hereinabove mentioned. The instrument appointing a proxyholder must be executed by the Registered Shareholder or by his or her attorney authorized in writing or, if the Registered Shareholder is a corporate body, by its authorized officer or officers.

In addition, if the Registered Shareholder’s proxyholder intends to attend the Meeting online, the Registered Shareholder MUST ALSO complete (or have his proxyholder complete) the online form available at www.tsxtrust.com/control-number-request or call TSX Trust Company at 866-751-6315 (toll-free in Canada and the United States) or 212-235-5754 (other countries) prior to 12:00 p.m. (EDT) on May 9, 2022 and provide TSX Trust Company with the required proxyholder contact information. Upon receipt TSX Trust Company will provide the proxyholder with a proxyholder Control Number via e-mail, which can be used to access the online Meeting.

In any case, Registered Shareholders (or their duly appointed proxyholders) who wish to attend the Meeting virtually must go to https://web.lumiagm.com/488452910 on the date and at the time of the Meeting, enter the following password: intertape2022 and enter their Control Number (or, in the case of duly appointed proxyholders, the proxyholder Control Number received via e-mail from TSX Trust Company, as discussed in the paragraph immediately above).

To exercise the right to revoke a proxy, in addition to any other manner permitted by law, a Shareholder who has given a proxy may revoke it by instrument in writing, executed by the Shareholder or his or her attorney authorized in writing, or if the Shareholder is a corporation, by a duly authorized officer or attorney thereof, and deposited: (i) with TSX Trust Company, P.O. Box 721, Agincourt, Ontario M1S 0A1 at any time up to and including prior to 12:00 p.m. (EDT) on May 9, 2022, or (ii) with the Chair of the Meeting on the date of the Meeting, or at any adjournment thereof, and upon either of such deposits the proxy is revoked.

Shareholders who have any questions should contact IPG’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at 1-855-682-9437 (toll-free within North America) or 416-867-2272 (collect call outside North America) or by e-mail at contactus@kingsdaleadvisors.com.

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Beneficial Shareholders

Beneficial Shareholders may vote in the following ways:

In any case, Beneficial Shareholders should review the terms of, and voting instructions set forth in, the VIF they receive in connection with the Meeting.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of their broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the Registered Shareholder and vote the Shares in that capacity by appointing itself as proxyholder.

Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Shares as proxyholder for the Registered Shareholder or who wish to appoint a person other than a person named in the form of proxy included herewith to vote their Shares at the Meeting should follow the instructions found on the VIF (in addition to the below instructions for Beneficial Shareholders who wish to attend the Meeting online or wish to appoint a person other than a person named in the form of proxy included herewith to attend the Meeting online).

Beneficial Shareholders who wish to attend the Meeting online or wish to appoint a person other than a person named in the form of proxy included herewith to attend the Meeting online MUST complete (or have their proxyholder complete) the online form available at www.tsxtrust.com/control-number-request, or call TSX Trust Company at 866-751-6315 (toll-free in Canada and the United States) or 212-235-5754 (other countries) prior to 12:00 p.m. (EDT) on May 9, 2022, and provide TSX Trust Company with the required proxyholder contact information. Upon receipt, TSX Trust Company will provide the Beneficial Shareholder (if such Beneficial Shareholder wishes to appoint itself as proxyholder) or the third party proxyholder with a proxyholder Control Number via e-mail, which can then be used to access the online Meeting.

In any case, to attend the Meeting virtually, Beneficial Shareholders who have duly appointed themselves as proxyholder and third party proxyholders who have been duly appointed by Beneficial Shareholders must go to https://web.lumiagm.com/488452910 on the date and at the time of the Meeting, enter the following password: intertape2022, and enter their proxyholder Control Number received via e-mail from TSX Trust Company.

Furthermore, the Company notes that Beneficial Shareholders located in the United States who wish to attend and vote at the Meeting online (or, if permitted, appoint a person other than a person named in the form of proxy included herewith) MUST:

U.S. Beneficial Shareholders will receive a confirmation of their registrations by email after TSX Trust Company receives all registration materials. You should contact TSX Trust Company or your broker, bank, agent or other intermediary if you have any questions and for additional details regarding voting procedures.

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The Company may utilize the Broadridge QuickVote^™ service to assist Beneficial Shareholders with voting their Shares over the telephone. Alternatively, Kingsdale Advisors may contact such Beneficial Shareholders to assist them with conveniently voting their Shares directly over the phone. Shareholders who have any questions should contact IPG’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at 1-855-682-9437 (toll-free within North America) or 416-867-2272 (collect call outside North America) or by e-mail at contactus@kingsdaleadvisors.com.

Meeting Materials Received by Beneficial Shareholders from Intermediaries

The Company has distributed copies of the Meeting materials to intermediaries for distribution to Beneficial Shareholders. Intermediaries are required to deliver the Meeting materials to all Beneficial Shareholders of the Company who have not waived their right to receive these materials, and to seek instructions as to how to vote Shares. Often, intermediaries will use a service company (such as, for example, Broadridge Financial Solutions, Inc.) to forward the Meeting materials to Beneficial Shareholders.

Beneficial Shareholders who receive the Meeting materials will typically be given the ability to provide voting instructions in one of two ways:

The purpose of these procedures is to allow Beneficial Shareholders to direct the proxy voting of the Shares that they own but that are not registered in their name. Should a Beneficial Shareholder who receives either a form of proxy or a VIF wish to attend and vote at the hybrid Meeting either virtually or in person (or have another person attend and vote on its behalf), the Beneficial Shareholder should strike out the persons named in the form of proxy as the proxyholder and insert the Beneficial Shareholder’s (or such other person’s) name in the blank space provided or, in the case of a VIF, follow the corresponding instructions provided by the intermediary, and follow the additional instructions discussed in this Circular for non-registered Shareholders to attend the Meeting. In either case, Beneficial Shareholders who received Meeting materials from their intermediary should carefully follow the instructions provided by the intermediary.

To exercise the right to revoke a proxy, a Beneficial Shareholder who has completed a proxy (or a VIF, as applicable) should carefully follow the instructions provided by the intermediary.

Proxies returned by intermediaries as “non-votes” because the intermediary has not received instructions from the Beneficial Shareholder with respect to the voting of certain Shares or, under applicable stock exchange or other rules, the intermediary does not have the discretion to vote those Shares on one or more of the matters that come before the Meeting, will be treated as not entitled to vote on any such matter and will not be counted as having been voted in respect of any such matter. Shares represented by such “non-votes” will, however, be counted in determining whether there is a quorum at the Meeting.

Exercise of Discretion by Proxies

Where a choice is specified, the Shares represented by proxy will be voted for, withheld from voting or voted against, as directed, on any poll or ballot that may be called. Where no choice is specified, the proxy will confer discretionary authority. Accordingly, in the absence of any direction to the contrary, Shares represented by properly-executed proxies in favour of the Persons designated in the enclosed form of proxy will be voted FOR the: (i) Arrangement Resolution, (ii) election of directors, (iii) appointment of the auditor and authorization of the directors to fix its remuneration, (iv) resolution accepting, in an advisory, non-binding capacity, the Company’s approach to executive compensation disclosed in this Circular, and (v) resolution approving the continuation of the Shareholder Rights Plan agreement of the Company, the whole as stated under such headings in this Circular.

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The proxy also confers discretionary authority to vote for, withhold from voting or vote against amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters not specifically mentioned in the Notice of Meeting but which may properly come before the Meeting. Management has no present knowledge of any amendments or variations to matters identified in the Notice of Meeting or any business that will be presented at the Meeting other than that referred to in the Notice of Meeting. However, if any other matters not known to management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named therein and, in such case, it is their intention to vote in accordance with the recommendations of the Board of Directors of the Company (the “Board”).

Shareholders Entitled to Vote

As of March 25, 2022, there were 59,284,947 Shares issued and outstanding. Each Share entitles the holder thereof to one vote. The Company has fixed the close of business on March 25, 2022 as the record date (the “Record Date”) for the purpose of determining Shareholders entitled to receive notice of the Meeting. Pursuant to the Canada Business Corporations Act (the “CBCA”), the Company is required to prepare, no later than ten days after the Record Date, an alphabetical list of Shareholders entitled to vote as of the Record Date that shows the number of Shares held by each Shareholder. A Shareholder whose name appears on the list referred to above is entitled to vote the Shares shown opposite the Shareholder’s name at the Meeting. The list of Shareholders is available for inspection during usual business hours at the registered office of the Company, 800 Place Victoria, Suite 3500, Montreal, Québec H4Z 1E9 and at the Meeting.

THE ARRANGEMENT

Background to the Arrangement

The Board routinely evaluates the Company’s performance, future growth prospects, business alternatives and overall strategic direction as part of its ongoing evaluation of developments in the marketplace and industry in which it operates and examines and considers ways to strengthen the Company’s business and enhance shareholder value. This includes strategic planning in terms of product offerings, operations, expansion into new product lines or geographies, whether through organic means or by acquisitions, its needs, sources and uses of capital and its performance and status as a public company.

The Company also has a proactive merger and acquisition (“M&A”) program. In the past five years, the Company has completed a number of strategic and accretive acquisitions that have served to grow its business. As an active participant in the M&A market, management and the Board have developed a well-informed knowledge of the market and industry in which the Company operates, generally, and of the M&A market, in particular.

The Company has in the past been approached by a small number of financial and strategic buyers that have expressed a potential interest in exploring a transaction to acquire the Company. However, on those occasions, the Board determined that such approaches were not in the best interest of the Company or did not value the Company in an appropriate way.

In October of 2021, the Company received unsolicited, non-binding indications of interest from two financial parties. Following the receipt of the two unsolicited, non-binding expressions of interest, the Board met to discuss the proposals in the context of the Company’s business, performance and prospects and considered and resolved to obtain guidance from a financial advisor. At a meeting of the Board later in October, members of the Board received a presentation from Morgan Stanley & Co. LLC. (“Morgan Stanley”) and subsequently retained Morgan Stanley to serve as the Company’s financial advisor. At that meeting, the Board constituted the special committee of the Board comprised of independent directors James Pantelidis, Chris Cawston, Jane Craighead and Frank Di Tomaso (the “Special Committee”), and it was determined that it would be appropriate to have Morgan Stanley conduct a limited initial confidential outreach to gauge the interest that a select group of parties may have in a potential transaction with the Company. Additional meetings of the Special Committee and of the Board were held during November and December of 2021, including participation by representatives of Morgan Stanley, as well as Fasken Martineau DuMoulin LLP (“Fasken”) and Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”), Canadian and U.S. counsel to the Company, respectively.

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In November and December of 2021, 18 parties were contacted in different stages by Morgan Stanley, initially comprised of financial parties (including the two parties that had provided unsolicited, non-binding expressions of interest in October of 2021) with a number of potential strategic parties subsequently being contacted to determine their potential interest in the Company and to gauge the potential for a process regarding the sale of the Company. The parties signed non-disclosure and standstill agreements and were provided with initial information regarding the Company. In mid-December, initial indications of interest were received from seven financial parties, of which five were invited to proceed with a further due diligence phase. At a meeting of the Board in December of 2021, the Board, following a meeting of and recommendation by the Special Committee, determined that it was in the best interest of the Company to proceed with a process. Five additional financial parties were contacted and asked to provide indications of interest by mid-January. Of those five parties, two parties submitted indications of interest and were selected to proceed to a further stage of due diligence. Of the strategic parties, one submitted a proposal.

In all, ten parties submitted initial expressions of interest, including the Purchaser. Of the ten parties that submitted expressions of interest, eight parties were invited to continue in the process based on the price indicated in their respective expressions of interest and other relevant factors. The parties invited to continue in the process were provided access to due diligence material as well as an opportunity to meet with management.

Of the eight parties that were invited to proceed to the next phase of the process, four parties submitted revised proposals, including the Purchaser. The strategic party declined to submit a revised proposal.

Of the four revised proposals received, two were selected, based on all relevant factors and invited to proceed to a final stage where further due diligence including site-visits, in-person meetings with management of the Company and confirmatory due diligence were conducted. The two parties that were selected were also provided with a draft Arrangement Agreement and asked to provide a final proposal and a mark-up of the draft Arrangement Agreement by March 4, 2022.

On February 25, 2022, National Bank Financial Inc. (“NBF”) was retained to act as an independent financial advisor to the Board and to provide the NBF Fairness Opinion on a fixed-fee, non-contingent basis.

On March 4, 2022, final proposals were received from the Purchaser and another financial party. The proposal of the Purchaser provided for a price of C$40.00 per Share and included a mark-up of the draft Arrangement Agreement as well as equity and debt commitment papers in a form ready to be executed, a statement that due diligence was completed and a demand for three Business Days of exclusivity to complete agreements. The proposal received from the other party provided for a price per Share that was below that of the Purchaser and included an initial mark-up of the draft Arrangement Agreement as well as statements that confirmatory due diligence and financing papers could be finalized by March 11, 2022.

On March 5, 2022, the Special Committee met, followed by a meeting of the Board later in the day. Later on March 5, as directed by the Board, Morgan Stanley had further discussions with the Purchaser regarding an increase to its price per Share. The Purchaser proposed a final price of C$40.50 per Share.

Between the evening of March 5 and March 7, 2022, legal counsel to the Company negotiated the terms and provisions of the Arrangement Agreement, Voting Agreements and related documents with Stikeman Eliott LLP and Kirkland & Ellis LLP, Canadian and U.S. legal counsel to the Purchaser, respectively.

During the period from October 2021 to March 7, 2022, the Special Committee met 14 times and the Board met 12 times, holding extensive discussions at relevant points of the process, both with its legal and financial advisors and in camera. The Special Committee consulted with and involved members of management where needed and appropriate and the in camera sessions excluded the management Board member where appropriate. In addition, the Chair of the Special Committee was in regular communication with representatives of Morgan Stanley and legal counsel as well as with the other Board members, as needed, to ensure that all members of the Board had current information with respect to the Company and the process. On the evening of March 7, 2022, the Special Committee and the Board held meetings at which representatives of Paul, Weiss, Fasken, Morgan

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Stanley and NBF participated. Paul, Weiss and Fasken provided an overview of the terms of the Arrangement Agreement, Plan of Arrangement and timeline for a transaction. Representatives of Morgan Stanley provided a presentation on the process as a whole and each of Morgan Stanley and NBF provided an oral opinion, which was subsequently confirmed in writing, to the effect that, as of such date and based upon and subject to the various assumptions, qualifications, and limitations of the scope of review undertaken by such Financial Advisor set forth in its written opinion, the Consideration to be received by Shareholders pursuant to the Arrangement was fair from a financial point of view to such Shareholders.

Following discussion and taking into account the process conducted, the terms of the Arrangement Agreement, the advice received from the Financial Advisors and legal counsel, as well as all of the factors set out below under the heading “Reasons for the Arrangement”, upon the unanimous recommendation of the Special Committee, the Board unanimously determined that the Arrangement is fair to the Shareholders, unanimously determined that it is in the best interests of the Company to enter into the Arrangement Agreement, approved the execution, delivery and performance of the Arrangement Agreement and the consummation of the transactions contemplated thereby, and resolved to recommend that the Shareholders vote in favour of the Arrangement Resolution. Legal counsel to the Company then finalized the Arrangement Agreement and Voting Agreements with legal counsel to the Purchaser. The Arrangement Agreement and Voting Agreements were executed later that evening and the Company issued a press release before the opening of markets on March 8, 2022, announcing the execution of the Arrangement Agreement.

Recommendation of the Special Committee

As described above under “Background to the Arrangement”, the Special Committee established by the Board had responsibility to oversee the process and review and consider the Arrangement and make a recommendation to the Board with respect to the Arrangement. The Special Committee is comprised entirely of independent directors. It met 14 times as a committee with its members and advisors present, and in other instances, with management and the full Board present, where appropriate.

The Special Committee, after careful consideration, having taken into account such matters as it considered relevant and after receiving external legal and financial advice, unanimously determined that the Arrangement is in the best interests of the Company and fair to the Shareholders, and unanimously recommended that the Board approve the Arrangement and recommends that the Shareholders vote in favour of the Arrangement Resolution.

In forming its recommendation to the Board, the Special Committee considered a number of factors, including, without limitation, those listed below under “Reasons for the Arrangement”. The Special Committee based its recommendation upon the totality of the information presented to and considered by it in light of its knowledge of the business, financial condition and prospects of the Company and after receiving external legal and financial advice and input of management of the Company.

Recommendation of the Board

After careful consideration and taking into account, among other things, the unanimous recommendation of the Special Committee, the Board, after receiving external legal and financial advice, has unanimously determined that the Arrangement is in the best interests of the Company and fair to the Shareholders. Accordingly, the Board unanimously recommends that the Shareholders vote FOR the Arrangement Resolution.

In forming its recommendation, the Board considered a number of factors, including, without limitation, the unanimous recommendation of the Special Committee and the factors listed below under “Reasons for the Arrangement”. The Board based its recommendation upon the totality of the information presented to and considered by it in light of the knowledge of the members of the Board of the business, financial condition and prospects of the Company and after receiving external legal and financial advice and input of management of the Company.

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Reasons for the Arrangement

The following summary of the information and factors considered by the Special Committee and the Board is not intended to be exhaustive, but includes the material information and factors considered in approving the Arrangement. In view of the variety of factors and the amount of information considered in connection with the Arrangement, the Special Committee and the Board did not find it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its conclusions and recommendations. Individual members of the Special Committee and the Board may have assigned different weights to different factors.

In the course of reaching its determination, the Special Committee and the Board considered various substantive factors and benefits of the Arrangement, each of which the Special Committee believed supported its recommendation to the Board and the Board believed supported its determination to enter into the Arrangement Agreement. These factors include (not in order of importance):

The Consideration of C$40.50 per Share exceeds the price that the Shares have traded in the prior 52-week and three-year periods and represents a premium of approximately 66% to the 30 trading-day volume-weighted average trading price for the Shares on the TSX prior to the date the Arrangement Agreement was executed, a premium of approximately 82% to the closing price of the Shares on the TSX on March 7, 2022, the date prior to the announcement of the Arrangement and a premium of approximately 23% to the 52-week high trading price of the Shares on the TSX.

The Consideration to be received by Shareholders pursuant to the Arrangement is payable entirely in cash and provides Shareholders with immediate liquidity and certainty of value for their investment, and removes the risks and volatility associated with owning Shares of an independent, publicly traded company.

As part of the process initiated by the Board, 18 parties were contacted, and the duration of the process provided ample time for any interested party to appropriately assess the opportunity. The Board concluded that C$40.50 per Share price offered by the Purchaser was the highest price reasonably available. Furthermore, the terms of the Arrangement Agreement were significantly negotiated and the Board believed are the most favourable that the Purchaser would be willing to agree to based on, among other things, extensive arm’s-length negotiations, including the fact that the Board was able to negotiate a price increase from C$40.00 per Share to C$40.50 per Share. Furthermore, the Consideration to be received by Shareholders in the Arrangement was greater than the other party’s final proposal. Based on the process conducted (as described above under “Background to the Arrangement”), as well as the Board’s knowledge of the industry and M&A experience, the Board concluded that there was no significant likelihood that another potential party would acquire 100% of the Shares at a price in excess of C$40.50 per Share and on as favourable terms.

The Board concluded, after consultation with the Company’s management, that the value offered to Shareholders under the Arrangement is more favourable to Shareholders than the value that could potentially result from other alternatives reasonably available to the Company, including a continuation of the status quo as a standalone entity, within a reasonable foreseeable timeframe. In particular, the Board concluded that, on a risk adjusted basis, there was no certainty that the future trading price of the Shares would yield greater value to Shareholders relative to the Consideration to be received by Shareholders pursuant to the Arrangement. In fact, all proposals received in the process exceeded recent and longer-term trading values of the Company.

While there can be no certainty as to the ability to execute on a strategic plan, the Board considered the risks and challenges involved in the Company continuing to pursue its strategic plan, as an independent, publicly-traded company, taking into account relevant execution risks, completion uncertainty and other factors deemed relevant by the Special Committee and the Board, including, but not limited to:

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The Special Committee and Board took into consideration the fact that each of Morgan Stanley and NBF delivered a fairness opinion to the Board (the “Morgan Stanley Fairness Opinion” and the “NBF Fairness Opinion”, respectively, and collectively, the “Fairness Opinions”).

Morgan Stanley rendered to the Board its oral opinion, subsequently confirmed by delivery of a written opinion dated March 7, 2022, stating that, as of March 7, 2022, and, based upon and subject to the various assumptions, limitations and qualifications on the scope of review undertaken by Morgan Stanley, set forth in such opinion, the Consideration to be received by the Shareholders pursuant to the Arrangement was fair from a financial point of view to such Shareholders. The Special Committee and Board also took into account the fact that NBF, which was compensated on a fixed fee basis that is payable regardless of the conclusions set forth in its Fairness Opinion or whether the Arrangement is completed, delivered the NBF Fairness Opinion that stated that, as of March 7, 2022, and, based upon and subject to the various assumptions made, procedures followed, matters considered and the scope of review undertaken as set forth in such opinion and such other matters that NBF considered relevant, the Consideration to be received by the Shareholders pursuant to the Arrangement was fair from a financial point of view to such Shareholders. See “The Arrangement – Fairness Opinions”. Copies of the Morgan Stanley Fairness Opinion and the NBF Fairness Opinion are attached to the Circular as Schedule C and Schedule D, respectively.

The terms of the Arrangement Agreement, including the fact that the Company’s and the Purchaser’s representations, warranties and covenants and the conditions to completion of the Arrangement are, in the judgment of the Board, after consultation with the Company’s legal counsel, reasonable, and that risks to closing the Arrangement are mitigated by regulatory covenants on the part of the Purchaser and the limited and customary nature of the conditions in favour of the Purchaser, which the Board determined are reasonable in the circumstances. The Board also determined that its ability to respond to Acquisition Proposals and enter into a Superior Proposal, and the Termination Fees payable in certain circumstances to the Purchaser or to the Company in connection with a termination of the Arrangement Agreement, all in accordance with the terms and conditions of the Arrangement Agreement, are reasonable in the circumstances.

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The Board believes that the Arrangement Agreement offers reasonable assurances as to the likelihood of consummation of the Arrangement, based on:

The Purchaser is an affiliate of Clearlake. Clearlake has strong industry knowledge in the protective packaging and e-commerce ecosystems and can provide the operational and financial resources to accelerate the Company’s acquisition strategy, as well as organic growth opportunities such as investing in product innovation, sustainability, and market expansion. The Company will be able to leverage Clearlake’s O.P.S.^® value creation framework and continue driving growth.

In making its determinations and recommendations, the Special Committee and the Board also observed that a number of procedural safeguards were and are present to allow the Special Committee and the Board to effectively represent the interests of the Company and the Shareholders, including the following (not necessarily in order of importance):

The Special Committee, which is comprised entirely of independent directors, oversaw, reviewed and considered, and directly participated in the process that was conducted as well as the negotiation of, the Arrangement Agreement. The Special Committee and the Board were advised by experienced and qualified financial and legal advisors. The Arrangement was unanimously recommended to the Board by the Special Committee, and was unanimously approved by the Board, which is comprised of 11 directors, nine members of whom are independent directors.

The Arrangement will become effective only if it is approved by (i) at least (A) 66^2/3% of the votes cast by Shareholders present (virtually or in person) or represented by proxy at the Meeting, and (B) a simple majority of the votes cast by Shareholders present (virtually or in person) or represented by proxy and entitled to vote at the Meeting, excluding our President and CEO, and (ii) by the Superior Court of Québec, after considering the procedural and substantive fairness of the Arrangement.

Registered Shareholders may, upon compliance with certain conditions and in certain circumstances, exercise dissent rights and, if ultimately successful, receive fair value for their Shares as determined by the Court. See “Dissent Rights of Shareholders”.

The Arrangement Agreement does not preclude unsolicited Acquisition Proposals from other parties which may be considered by the Board, subject to the terms of the Arrangement Agreement. See “Arrangement Agreement – Covenants – Acquisition Proposals”. The Board also determined that its ability to respond to Acquisition Proposals and enter into a Superior Proposal, and the Termination Fees payable in certain circumstances to the Purchaser or to the Company in connection with a termination of the Arrangement Agreement, all in accordance with the terms and conditions of the Arrangement Agreement, are reasonable in the circumstances.

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Subject to certain conditions, the Arrangement Agreement allows the Board to change its recommendation supporting the Arrangement at any time following the Board’s good faith determination, after consultation with its outside counsel and financial advisors, that an alternative Acquisition Proposal constitutes a Superior Proposal or in response to an Intervening Event (see “The Arrangement Agreement – Right to Match”).

The Purchaser Termination Fee, the Purchaser’s right to match and other deal protection measures contained in the Arrangement Agreement are appropriate inducements to the Purchaser to enter into the Arrangement Agreement. The quantum of the Termination Fees is reasonable for a transaction of this nature and, in the views of the Special Committee and the Board, after consultation with its advisors, the Termination Fees and other deal protection measures contained in the Arrangement Agreement would not preclude a potential buyer from pursuing a potential transaction with the Company.

In reaching their respective determinations, the Special Committee and the Board also considered and evaluated the following factors, among other things:

The Board also considered a variety of risks and other potentially negative factors concerning the Arrangement Agreement and the Arrangement, including the following (not necessarily in order of importance):

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The Special Committee and the Board concluded that the potential negative factors associated with the acquisition of the Company by the Purchaser were outweighed by the potential benefits that the Special Committee and the Board expect the Company and its Shareholders to achieve as a result of the Arrangement. Accordingly, the Board approved the Arrangement Agreement and the transactions contemplated by the Arrangement Agreement, including the Arrangement. The Special Committee and the Board’s reasons for recommending the Arrangement include certain assumptions relating to forward-looking information, and such information and assumptions are subject to various risks. See “Management Information Circular – Forward-Looking Statements” and “Risk Factors”.

In considering the recommendation of the Board, Shareholders should be aware that directors and executive officers of the Company may have interests in the arrangement that are different from, or in addition to, any interests they might have solely as a Shareholder (see “The Arrangement – Interests of the Company’s Directors and Executive Officers in the Arrangement” and “Termination and Change of Control Benefits – Estimated Termination Payments”).

Fairness Opinions

In determining that the Arrangement is in the best interests of the Company and fair to the Shareholders the Special Committee considered, among other things, the Morgan Stanley Fairness Opinion and the NBF Fairness Opinion. The Morgan Stanley Fairness Opinion stated that, as of March 7, 2022, and based upon and subject to the various assumptions, limitations and qualifications on the scope of review undertaken by Morgan Stanley set forth in such opinion, the Consideration to be received by the Shareholders pursuant to the Arrangement was fair from a financial point of view to such Shareholders. The NBF Fairness Opinion stated that, as of March 7, 2022, and, based upon and subject to the various assumptions made, procedures followed, matters considered and the scope of review undertaken as set forth in such opinion and such other matters that NBF considered relevant, the Consideration to be received was fair from a financial point of view to such Shareholders.

The following summary of the Fairness Opinions is qualified in its entirety by reference to the full text of the Fairness Opinions attached to this Circular as Schedule C and Schedule D. The Company encourages Shareholders to read the Fairness Opinions in their entirety. The Fairness Opinions are not recommendations as to how any Shareholder should vote or act with respect to the Arrangement or any other matter.

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Morgan Stanley Fairness Opinion

In connection with the evaluation by the Board and the Special Committee of the Arrangement, the Board received the Morgan Stanley Fairness Opinion. The Morgan Stanley Fairness Opinion was only one of many factors considered by the Board in evaluating the Arrangement and was not determinative of the views of the Board with respect to the Arrangement or the Consideration set forth in the Arrangement Agreement. The following summary of the Morgan Stanley Fairness Opinion is qualified in its entirety by reference to the full text of the Morgan Stanley Fairness Opinion attached as Schedule C to this Circular. Shareholders are urged to read the Morgan Stanley Fairness Opinion in its entirety.

Morgan Stanley was engaged by the Company, on behalf of the Board, as a financial advisor to the Company pursuant to an engagement agreement dated as of November 23, 2021. Under the terms of such engagement letter, Morgan Stanley agreed to provide, among other things, financial analysis and advice and if requested, to deliver to the Board an opinion as to whether the consideration to be received by the Company or the Shareholders in certain specified transactions was fair, from a financial point of view.

At the meeting of the Board held on March 7, 2022, Morgan Stanley rendered an oral opinion, subsequently confirmed in writing in the Morgan Stanley Fairness Opinion, to the effect that, as of March 7, 2022, and, based upon and subject to the various assumptions, limitations and qualifications on the scope of review undertaken by Morgan Stanley, set forth in the Morgan Stanley Fairness Opinion, the Consideration to be received by the Shareholders pursuant to the Arrangement was fair from a financial point of view to such Shareholders.

None of Morgan Stanley or any of its affiliates or associates is an associated or affiliated entity or issuer insider (as those terms are defined in MI 61-101) of the Company, the Purchaser or any of their respective associates or affiliates.

The full text of the Morgan Stanley Fairness Opinion, which sets forth among other things, assumptions made, matters considered, information reviewed and limitations on the review undertaken by Morgan Stanley in connection with the Morgan Stanley Fairness Opinion, is attached as Schedule C to this Circular. The Morgan Stanley Fairness Opinion was provided solely for use of the Board in connection with the Board’s evaluation of the Consideration from a financial point of view to be received by the Shareholders pursuant to the Arrangement and the Morgan Stanley Fairness Opinion may not be relied upon by any other Person. The Morgan Stanley Fairness Opinion is not and is not intended to be and does not constitute a recommendation as to how Shareholders should vote in respect of the Arrangement Resolution. The Morgan Stanley Fairness Opinion does not address any other aspect of the Arrangement or any related transaction, including any legal, tax or regulatory aspects of the Arrangement to the Company or its Shareholders.

Pursuant to the terms of the engagement agreement with Morgan Stanley, Morgan Stanley is to be paid a fee for its services as financial advisor, including a fee that has been paid for the Morgan Stanley Fairness Opinion and fees that are contingent on the completion of the Arrangement Agreement or certain other events. The Company has also agreed to indemnify Morgan Stanley against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of Morgan Stanley’s engagement.

NBF Fairness Opinion

In connection with the evaluation by the Board and the Special Committee of the Arrangement, the Board received the NBF Fairness Opinion as to the fairness, as at March 7, 2022, from a financial point of view, to the Shareholders of the Consideration to be received by such Shareholders pursuant to the terms and subject to the conditions of the Arrangement Agreement. The NBF Fairness Opinion was only one of many factors considered by the Board in evaluating the Arrangement and was not determinative of the views of the Board with respect to the Arrangement or the Consideration set forth in the Arrangement Agreement. The full text of the NBF Fairness Opinion is attached as Schedule D to this Circular and Shareholders are urged to read the NBF Fairness Opinion in its entirety.

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NBF was engaged by the Board as its financial advisor pursuant to an engagement letter dated as of February 25, 2022. Under the terms of such engagement letter, NBF was retained to prepare and deliver to the Board an opinion as to whether the consideration to be paid to the Shareholders pursuant to a potential sale of IPG would be fair, from a financial point of view, to the Shareholders and to provide such other advice and assistance to the Board directly related or ancillary thereto as may be reasonably requested by the Board.

At the meeting of the Board held on March 7, 2022, NBF delivered an oral opinion, subsequently confirmed in writing in the NBF Fairness Opinion, to the effect that, based upon and subject to the various assumptions made, procedures followed, matters considered and the scope of review undertaken as set forth in its written opinion and such other matters that NBF considered relevant, as at March 7, 2022, the Consideration to be received by the Shareholders pursuant to the Arrangement was fair, from a financial point of view, to such Shareholders.

None of NBF or any of its affiliates or associates is an associated or affiliated entity or issuer insider (as those terms are defined in MI 61-101) of the Company, the Purchaser or any of their respective associates or affiliates.

The full text of the NBF Fairness Opinion, which sets forth, among other things, the assumptions made, procedures followed, matters considered and the scope of review undertaken by NBF in rendering its opinion, is attached as Schedule D to this Circular. The Company encourages you to read the NBF Fairness Opinion carefully and in its entirety, which opinion is subject to the assumptions, limitations, qualifications and other conditions contained in such opinion and is based on economic, capital markets and other conditions, and the information made available to NBF, as of the date of such opinion. The NBF Fairness Opinion was directed to the Board (in its capacity as such) and addresses only the fairness, from a financial point of view, to the holders of Shares, of the Consideration as of the date of the opinion. It does not address the relative merits of the Arrangement as compared to any alternative transaction or opportunity that might be available to IPG, nor does it address the underlying business decision by IPG to engage in the Arrangement or the terms of the Arrangement Agreement or the documents referred to therein. The NBF Fairness Opinion is not and is not intended to be and does not constitute a recommendation as to how any Shareholder should vote in respect of the Arrangement or any matter related thereto. The NBF Fairness Opinion does not address any other aspect of the Arrangement or any related transaction, including any legal, tax or regulatory aspects of the Arrangement to the Company or its Shareholders.

In considering the fairness of the Consideration payable pursuant to the Arrangement, from a financial point of view, to the Shareholders, NBF principally considered and relied upon the following methodologies: (i) an analysis of the financial multiples of selected comparable companies whose securities are publicly traded, (ii) an analysis of the financial multiples, to the extent publicly available, of selected precedent transactions, and (iii) a discounted cash flow (DCF) analysis of IPG. Additionally, NBF reviewed and considered other factors and analyses as it considered appropriate, including the 52-week trading range and volume weighted average trading prices of the Shares, and equity research analysts’ target prices of the Shares.

NBF was selected by the Board based on NBF’s qualifications, expertise and reputation. NBF is a leading Canadian investment dealer whose businesses include corporate finance, mergers and acquisitions, equity and fixed income sales and trading and investment research. NBF has been a financial advisor in a significant number of transactions involving public and private companies in various industry sectors and has extensive experience in preparing fairness opinions and in transactions similar to the Arrangement.

Under the engagement letter between the Board and NBF, IPG has agreed to pay NBF a fixed opinion fee that is not contingent on the success of any transaction, which was payable upon delivery of its opinion (regardless of the conclusion reached therein). IPG has also agreed to reimburse NBF for certain of its reasonable expenses incurred and to indemnify NBF against liabilities, including liabilities under securities laws, arising out of or in connection with the services rendered and to be rendered by NBF under its engagement.

Financing

The Company anticipates that the total funds needed to complete the Arrangement (including the funds to pay Shareholders and to pay the holders of other equity-based interests the amounts due to them under the Arrangement Agreement) will be funded through a combination of the Debt Financing and the Equity Financing. The completion of the Arrangement is not conditioned upon the Purchaser’s receipt of such financing. See also “The Arrangement Agreement – Specific Performance”.

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Debt financing

In connection with the entry into the Arrangement Agreement, the Purchaser has entered into a commitment letter dated March 7, 2022 (the “Debt Commitment Letter”), with Credit Suisse AG, Cayman Islands Branch, Credit Suisse Loan Funding LLC, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Deutsche Bank AG Cayman Islands Branch and Wells Fargo Bank, National Association (collectively, the “Debt Financing Sources”) pursuant to which the Debt Financing Sources have agreed to make available to Iris Holdings, Inc., a Delaware corporation, and certain of its subsidiaries (collectively, the “Borrower”), subject to the conditions set forth in the Debt Commitment Letter, an aggregate amount of no less than $2,250 million in debt consisting of the following:

The proceeds of the Debt Financing, together with the Equity Financing, will be used (i) to pay the Consideration in connection with the acquisition, (ii) to pay the fees, costs and expenses incurred in connection with the Arrangement, (iii) to effect the refinancing of the Company’s current credit agreement and its 4.375% Senior Notes due 2029 (the “Refinancing”) and (iv) otherwise for working capital and general corporate purposes.

The obligations of the Debt Financing Sources to provide the Debt Financing under the Debt Commitment Letter are subject to a number of conditions, specific to each facility, which are set forth in the Debt Commitment Letter, including the following: the consummation of the Arrangement, the consummation of the Refinancing, the completion of the Equity Financing, the accuracy of certain of the Borrower’s representations and warranties under the Credit Facilities and certain of the Company’s representations and warranties in the Arrangement Agreement in all material respects, and receipt by the Debt Financing Sources of recent audited annual and unaudited quarterly financial statements and pro forma financial statements giving effect to the completion of Arrangement, the Credit Facilities, the Refinancing, the Equity Financing and the payment of related fees and expenses.

The obligation of the Debt Financing Sources to provide the financing contemplated by the Debt Commitment Letter will terminate on the earliest of (i) five Business Days after the End Date, (ii) the Closing Date, (iii) five Business Days following the termination of the Arrangement Agreement in accordance with its terms without the funding of the Credit Facilities, and (iv) the consummation of the Arrangement without the funding of the Credit Facilities.

Equity financing

The Purchaser entered into an equity commitment letter, dated March 7, 2022 (the “Equity Commitment Letter”, collectively with the Debt Commitment Letter, the “Financing Commitments”) with each of the Guarantors in an aggregate amount of up to $1 billion.

The proceeds of the Equity Financing, together with the Debt Financing, will be used (i) to pay the Consideration in connection with the acquisition, (ii) to pay the fees, costs and expenses incurred in connection with the Arrangement, (iii) to effect the Refinancing and (iv) otherwise for working capital and general corporate purposes.

The obligations of the Guarantors to fund their respective commitment pursuant to the Equity Commitment Letter will terminate automatically and immediately upon the earliest to occur of (a) the funding of such commitment, (b) the consummation of the Closing pursuant to the Arrangement Agreement, (c) the valid termination of the Arrangement Agreement in accordance with its terms and (d) the Company or any of its affiliates or their respective representatives, directly or indirectly, asserting in any legal proceeding a claim in connection with the Arrangement Agreement, the Equity Commitment Letter, the limited guaranty described below or any of the transactions contemplated thereby against the Purchaser, any investor or their respective successors and assigns, other than certain limited permitted claims.

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Limited Guaranty

Concurrently with the execution of the Arrangement Agreement, and as a condition and inducement to the Company’s willingness to enter into the Arrangement Agreement, the Guarantors delivered to the Company a limited guaranty in favour of the Company, pursuant to which, and subject to the terms and conditions contained therein, each of the Guarantors has guaranteed certain obligations of the Purchaser under the Arrangement Agreement, including payment of the Purchaser Termination Fee up to an aggregate maximum amount of $147 million, subject to and in accordance with the terms of the Arrangement Agreement.

Arrangement Steps

Each Share, Option, DSU, PSU and RSU outstanding immediately prior to the Effective Time, shall be dealt with as provided in the Plan of Arrangement, notwithstanding and without regard to the limitations contained in an Employee Benefit Plan under which any Option, DSU, PSU or RSU was granted.

Pursuant to the terms of the Plan of Arrangement, on the Effective Date, each of the following events shall occur and shall be deemed to occur as set out below without any further authorization, act or formality, in each case, unless stated otherwise, starting at the Effective Time (unless otherwise indicated):

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Certain Effects of the Arrangement

If the procedural steps described above are taken and the Arrangement becomes effective, Shareholders will receive the Consideration for their Shares and the only shareholder of the Company will be the Purchaser. If the Arrangement is completed, the Purchaser will be the sole beneficiary of the Company’s future earnings and growth, if any, and will also bear the risks of the Company’s ongoing operations, including the risks of any decrease in the Company’s value after the Arrangement. As a result of the completion of the Arrangement, trading of the Shares in the public market will no longer be possible, and the Purchaser will cause the Company to delist such Shares from the TSX. In addition, the Company will make an application to terminate its status as a reporting issuer under Canadian provincial and territorial securities laws and, upon granting of an order in respect thereto, will cease to file continuous disclosure documents with Canadian securities regulatory authorities. Upon completion of the Arrangement, the Company will also file a Form 15 with the U.S. Securities and Exchange Commission (the “SEC”) to deregister the Shares under the U.S. Exchange Act and to terminate its obligation to file reports with the SEC under the U.S. Exchange Act.

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Effects on the Company if the Arrangement is Not Completed

If the Arrangement Resolution is not approved by the Shareholders or if the Arrangement is not completed for any other reason, Shareholders will not receive any payment for their Shares in connection with the Arrangement. Instead, the Company will remain an independent public company and the Shares will continue to be listed and traded on the TSX. In addition, if the Arrangement is not completed, it is expected that management will operate the business in a manner similar to that in which it is being operated today and that Shareholders will continue to be subject to the same risks and opportunities as they currently are, including, among other things, general industry, economic, and market conditions. Accordingly, if the Arrangement is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of the Shares. Furthermore, if the Arrangement is not completed, and depending on the circumstances that caused the Arrangement not to be completed, the trading price of the Shares will be expected to decline significantly below the current trading price. If that were to occur, it is uncertain when, if ever, the price of Shares would return to the price at which it trades as of the date of this Circular. If the Arrangement is not consummated, the Board will evaluate and review, among other things, the business operations, properties, dividend policy and capitalization of the Company and make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance Shareholder value. However, if the Arrangement is not consummated for any reason, there can be no assurance that any other transaction will be offered, or that the business, prospects or results of operations of the Company will not be adversely impacted.

Procedure for Exchange of Share Certificates or DRS Advices by Shareholders

Enclosed with this Circular is the form of Letter of Transmittal which, when properly completed and duly executed and returned together with the certificate(s) or for book-entry only Shares, direct registration system advice(s) (“DRS Advice(s)”) representing Shares and all other required documents, will enable each Shareholder (other than Dissenting Shareholders) to obtain the Consideration that such Shareholder is entitled to receive under the Arrangement.

The form of Letter of Transmittal contains complete instructions on how to exchange the certificate(s) or DRS Advice(s) representing your Shares for the Consideration under the Arrangement. You will not receive your Consideration under the Arrangement until after the Arrangement is completed and you have returned your properly completed documents, including the Letter of Transmittal, the certificate(s) or copy of the DRS Advice(s) representing your Shares to the Depositary and any other document reasonably requested by the Depositary.

Only Registered Shareholders are required to submit a Letter of Transmittal. If you are a Beneficial Shareholder holding your Shares through an intermediary, you should contact that intermediary for instructions and assistance and carefully follow any instructions provided to you by such intermediary.

From and after the Effective Time, all certificates or DRS Advice(s) that represented Shares immediately prior to the Effective Time will cease to represent any rights with respect to Shares and will only represent the right to receive the Consideration or, in the case of Dissenting Shareholders, the right to receive fair value for their Shares.

Any use of mail to transmit certificate(s) or DRS Advice(s) representing Shares and the Letter of Transmittal is at each holder’s risk. The Company recommends that such certificate(s) or DRS Advice(s), and other documents be delivered by hand to the Depositary and a receipt therefore be obtained or that registered mail be used (with proper acknowledgment) and appropriate insurance be obtained.

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Shares that were transferred or cancelled pursuant to the Plan of Arrangement has been lost, stolen or destroyed, the Shareholder should contact the Depositary and upon the making of an affidavit of that fact by the Shareholder claiming such certificate to be lost, stolen or destroyed, the Depositary will deliver to such Person in exchange for such lost, stolen or destroyed certificate, the cash amount representing the aggregate consideration in respect thereof which such Person is entitled to receive pursuant to the Arrangement, deliverable in accordance with such Shareholder’s Letter of Transmittal. When authorizing such payment and delivery in exchange for any lost, stolen or destroyed certificate, the Person to whom cash is to be delivered shall, as a condition precedent to the payment thereof, give an affidavit (in form and substance reasonably acceptable to Purchaser) of the claimed loss, theft or

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destruction of such certification and a bond or surety satisfactory to Purchaser and the Depositary (each acting reasonably) in such reasonable and customary sum as Purchaser may direct, or otherwise indemnify Purchaser, the Company and the Depositary in a manner satisfactory to Purchaser and the Depositary, each acting reasonably, against any claim that may be made against Purchaser or the Company with respect to the certificate alleged to have been lost, stolen or destroyed. See also the instructions in the Letter of Transmittal.

The Depositary, TSX Trust Company, can be contacted by telephone at 800-387-0825 (toll-free in Canada and the United States) or 416-682-3860 (other countries).

Payment of Consideration

Under the terms of the Plan of Arrangement, at least one Business Day prior to the Effective Time, Purchaser shall deposit or cause to be deposited with the Depositary, for the benefit of each Shareholder, the cash, in Canadian dollars, to which each such Shareholder is entitled upon the transfer of the Shares to Purchaser. Upon surrender by a Shareholder to the Depositary for cancellation of a certificate or DRS Advice together with a duly completed and executed Letter of Transmittal and any other documents reasonably requested by the Purchaser and the Depositary, the Shareholder shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Shareholder, as soon as practicable after the Effective Time, by cheque issued by the Depositary (or other form of immediately available funds, including, for certain Shareholders that qualify, by wire transfer, as set forth in the Letter of Transmittal), representing that amount of cash which such Shareholder has the right to receive pursuant to the Plan of Arrangement, less applicable withholdings and without interests.

The Consideration is denominated in Canadian dollars. Shareholders will receive the Consideration in Canadian dollars unless they elect in their Letter of Transmittal to receive the Consideration in U.S. dollars. If a Shareholder’s Shares are held in “street name” by a broker, bank or other nominee, such Shareholder will receive the Consideration in Canadian dollars unless they contact their broker, bank or other nominee in whose name their Shares are registered and request that they elect, on the Shareholder’s behalf, to receive the Consideration in U.S. dollars. If the Shareholder’s broker, bank or other nominee does not make an election on their behalf, such Shareholder will receive payment in Canadian dollars.

The exchange rates that will be used to convert payments from Canadian dollars into U.S. dollars will be the rate established by the Depositary, in its capacity as the foreign exchange service provider, on the date that the funds are converted, which rates will be based on the prevailing market rates on such date. The risk of any fluctuations in exchange rates, including risks relating to the particular date and time at which funds are converted, will be borne solely by the Shareholder, and all costs incurred with the currency conversion are for the Shareholder’s sole account and will be at such Shareholder’s sole risk and expense.

The Company shall deliver to each holder of Options, DSUs, PSUs and RSUs, (i) through the Company’s or one of its subsidiary’s normal payroll systems practices and procedures, or (ii) in the event that payment in accordance with such normal payroll practices and procedures is not practicable for any such holder at the Effective Time, by cheque, that amount which such holder of Options, DSUs, PSUs and/or RSUs has the right to receive pursuant to the Plan of Arrangement, less applicable withholdings.

In the event of the surrender of a certificate of Shares that is not registered in the transfer records of the Company under the name of the Person surrendering such certificate, the amount of cash to which the Registered Shareholder is entitled pursuant to the Plan of Arrangement shall be paid to such a transferee if the instructions in the Letter of Transmittal have been complied with, and if such certificate is presented to the Depositary and such certificate is duly endorsed or is accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes or any other Taxes required by reason of such payments being made in a name other than the Registered Shareholder have been paid.

Interests of the Company’s Directors and Executive Officers in the Arrangement

In considering the proposal to approve the Arrangement Resolution, Shareholders should be aware that certain directors and executive officers have interests in the transaction that are different from, and/or in addition to, the interests of the Shareholders generally. These interests are described in more detail below.

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Change of Control

Prior to entering into the Arrangement Agreement, the Company entered into certain agreements with the certain officers that provide specified benefits if the Arrangement is consummated. These benefits are either in addition to or in lieu of existing benefits as further described in this section below and under “Executive Compensation – Termination and Change of Control Benefits”.

Under the Company’s existing employment agreement with Gregory Yull, the Company’s President and CEO, if the Arrangement is consummated and within two years thereof the Company terminates Mr. Yull’s employment without “cause” or Mr. Yull terminates his employment for “good reason” (as such terms are defined in his employment agreement), Mr. Yull will be entitled to receive a pro-rated performance bonus in respect of the fiscal year in which the termination occurs, based upon the average performance bonus paid to Mr. Yull in the two fiscal years immediately preceding the date of termination, and a cash severance payment equal to three times the sum of his annual base salary and the average performance bonus paid in the two fiscal years immediately preceding the date of termination. The Company also entered into an agreement with Mr. Yull pursuant to which the Company agreed that, if the Arrangement is consummated, the Company will make Mr. Yull whole for any negative economic impact resulting from the application of Section 4999 of the Code.

The Company entered into agreements with each of Randi Booth (Senior Vice President, General Counsel and Corporate Secretary), Jeffrey Crystal (Chief Financial Officer), Silvano Iaboni (Senior Vice President Woven Products), Douglas Nalette (Senior Vice President Operations), Shawn Nelson (Senior Vice President Sales and Marketing), Mary-Beth Thompson (Senior Vice President Human Resources) and Joseph Tocci (Senior Vice President of Global Sourcing and Supply Chain), that provide that if the Arrangement is consummated and within two years thereof his or her employment is terminated by the Company without “cause” or by the executive for “good reason” (as such terms are defined in such agreements), the executive will be entitled to receive a cash severance payment in an amount equal to two times the sum of (i) the executive officer’s 2022 base salary (or, if greater, the then-current annual base salary) and (ii) the executive officer’s 2022 target bonus (or, if greater, the then-current target annual bonus). The foregoing severance arrangements are provided solely in respect of the Arrangement and supplement the existing severance arrangements described under “Executive Compensation – Termination and Change of Control Benefits” by creating a floor for cash severance payments in connection with the Arrangement. Under the aforementioned agreements, the Company also agreed that, if the Arrangement is consummated, the Company will make each of the U.S. executives whole for any negative economic impact resulting from the application of Section 4999 of the Code.

Under the aforementioned agreements, the Company also agreed to provide for retention bonuses if the Arrangement is consummated, which include (i) a first bonus payment upon completion of the Arrangement, and (ii) a second bonus payment six months after completion of the Arrangement, conditional in each case upon the executive remaining an employee of the Company unless employment is terminated by the Company without “cause” or by the executive, for “good reasons” (as such terms are defined in such agreements).

The retention bonus amounts are set out in the table below:

The Board was aware of these interests and considered them, among other matters, in reaching its decision to approve the Arrangement Agreement and to recommend that Shareholders vote in favour of the Arrangement Resolution.

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The total potential change of control payments to the Company’s executives in the circumstances where they would be payable upon a termination or cessation of employment would be approximately C$21.6 million, representing approximately 0.83% of the Arrangement’s equity value (using the exchange rate for U.S. to Canadian dollars as at March 25, 2022).

An amount of C$18.4 million in payments would be made to officers and directors in connection with Options, the vesting of which is being accelerated as a result of the Arrangement, and an amount of C$47.3 million would be paid to officers and directors of the Company in settlement of DSUs, PSUs and RSUs, the vesting of which is being accelerated as a result of the Arrangement (using the exchange rate for U.S. to Canadian dollars as at March 25, 2022).

Holdings in Shares, Options, RSUs, PSUs and DSUs

The Shares, Options, RSUs, PSUs and DSUs held by the directors and executive officers of the Company are listed under “Information Concerning the Company—Ownership of Securities”. All such Shares, Options, RSUs, PSUs and DSUs held by the directors and executive officers of the Company will be treated in the same fashion under the Arrangement as those held by any other holder.

In connection with the Arrangement and subject to the completion thereof and as contemplated in the Arrangement Agreement and the Plan of Arrangement, all Options, RSUs, PSUs and DSUs, vested and unvested, will be settled.

See “The Arrangement – Arrangement Steps” and “Information concerning the Company – Ownership of Securities – Situation following Completion of Arrangement”. Also refer to the full text of the Plan of Arrangement, attached as Schedule B to this Circular.

Director and Officer Liability

The Arrangement Agreement provides that the Company shall use its reasonable best efforts to purchase a “tail” or “runoff” officers’ and directors’ liability insurance policy in respect of acts or omissions occurring prior to the Effective Time covering each such person currently (and any additional persons who prior to the Effective Time become) covered by the Company’s officers’ and directors’ liability insurance policy for a period of six years following Closing. If the Company fails to purchase such “tail” or “runoff” policy prior to Closing, then either the Purchaser may purchase such policy on behalf of the Company or the Company shall maintain an officers’ and directors’ liability insurance policy in respect of acts or omissions occurring prior to Closing covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favourable for the Company and the indemnified persons covered by such existing policies than those of such policy in effect as of the date of the Arrangement Agreement for a period of six years following Closing. See “The Arrangement Agreement – Director and Officer Liability”.

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Required Shareholder Approval

In order for the Arrangement to be effected, Shareholders will be asked to consider and, if deemed advisable, approve, the Arrangement Resolution, and any other related matters at the Meeting. The Arrangement Resolution must be approved by at least: (i) 66^2/3% of the votes cast by Shareholders present (virtually or in person) or represented by proxy at the Meeting, and (ii) a simple majority of the votes cast by Shareholders present (virtually or in person) or represented by proxy and entitled to vote at the Meeting, excluding our President and CEO (the “Required Shareholder Approval”).

The full text of the Arrangement Resolution and Plan of Arrangement are attached to this Circular as Schedules A and B, respectively.

Voting Agreements

Each of the Company’s directors, being Chris Cawston, Dahra Granovsky, Frank Di Tomaso, Gregory Yull, James Pantelidis, Jane Craighead, Jorge Quintas, Mary Pat Salomone, Melbourne Yull, Robert Beil, and Robert Foster, (collectively, the “Supporting Shareholders”) who collectively own or exercise control or direction over approximately 4.6% of the Shares, have entered into a Voting Agreement. The covenants of the Supporting Shareholders pursuant to the Voting Agreements include, among other things:

Each Voting Agreement terminates upon the earlier of (a) the termination of the Arrangement Agreement in accordance with its terms, (b) the Purchaser, without the prior written consent of the Supporting Shareholder, decreases the Consideration, (c) the Purchaser, without the prior written consent of such Supporting Shareholder, changes the form of consideration set out in the Plan of Arrangement (other than to add additional consideration), (d) the mutual agreement in writing of such Supporting Shareholder and the Purchaser and (e) the Effective Time.

Each of the Supporting Shareholders agreed not to option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any sale, repurchase agreement or other monetization transaction with respect to any of his or her Shares, or any right or interest therein (legal or equitable), to any Person or group of Persons or agree to do any of the foregoing without the prior written consent of the Purchaser, in each case, prior to the Meeting.

Court Approval of the Arrangement and Completion of the Arrangement

The Arrangement requires Court approval. On March 29, 2022, the Company obtained the Interim Order, which provides for the calling and holding of the Meeting, the Dissent Rights and other procedural matters. A copy of the Interim Order is attached hereto as Schedule I. Subject to the approval of the Arrangement Resolution by Shareholders at the Meeting, the hearing in respect of the Final Order approving the Arrangement is currently anticipated to take place on or about May 13, 2022 in the Court at 1 Notre-Dame Street East, Montreal, Québec, H2Y 1B6. Any Shareholder who wishes to appear, or to be represented, and to present evidence or arguments must comply with certain procedural requirements that are described in the Interim Order, including filing a notice of appearance with the Court and serving same upon the Company in accordance with the applicable timelines.

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The Court has broad discretion under the CBCA when making orders with respect to Arrangements. The Court will consider, among other things, the fairness of the Arrangement. The Court may approve the Arrangement in any manner. The Court may direct, subject to compliance with any terms and conditions, if any, as the Court deems fit. In the event that the hearing is postponed, adjourned or rescheduled, then, subject to further order of the Court, only those Persons having previously served a notice of appearance in compliance with the Interim Order will be given notice of the postponement, adjournment or rescheduled date.

Assuming the Final Order is granted and the other conditions to closing contained in the Arrangement Agreement are satisfied or waived to the extent legally permissible, then Articles of Arrangement will be filed with the director under the CBCA to give effect to the Arrangement. Notwithstanding the approval by Shareholders of the Arrangement Resolution, the Company reserves the right not to proceed with the Arrangement in accordance with the terms of the Arrangement Agreement.

Canadian Securities Law Matters

Multilateral Instrument 61-101

The Company is a reporting issuer in each of the provinces and territories of Canada, and accordingly is subject to the requirements of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

MI 61-101 is intended to regulate certain transactions to ensure equality of treatment among securityholders, generally requiring enhanced disclosure, approval by a majority of securityholders excluding certain interested or related parties and their joint actors and, in certain instances, independent valuations and approval and oversight of the transaction by a special committee of independent directors. The protections of MI 61-101 apply to, among other transactions, “business combinations” (as defined in MI 61-101) that terminate the interests of equity securityholders without their consent (regardless of whether the equity security is replaced with another security). MI 61-101 provides that, in certain circumstances, where a “related party” of an issuer (as defined in MI 61-101) is entitled to receive a “collateral benefit” (as defined in MI 61-101), in connection with an arrangement, such transaction may be considered a “business combination” for the purposes of MI 61-101 and as a result such related party will be an “interested party” (as defined in MI 61-101). A “related party” includes a director, senior officer and a shareholder holding over 10% of the issued and outstanding shares of the issuer, or affiliates of the foregoing.

A “collateral benefit” (as defined in MI 61-101) includes any benefit that a related party of the Company is entitled to receive as a consequence of the Arrangement, including without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities or other enhancements in benefits related to services as an employee, director or consultant of the Company. MI 61-101 excludes from the meaning of collateral benefit a payment per security that is identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class, as well as certain benefits to a related party received solely in connection with the related party’s services as an employee or director of an issuer, of an affiliated entity of such issuer or of a successor to the business of such issuer where (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transaction; (b) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner; (c) full particulars of the benefit are disclosed in the disclosure document for the transaction; and (d) either (i) at the time the transaction is agreed to, the related party and his or her associated entities beneficially own, or exercise control or direction over, less than 1% of the outstanding securities of each class of equity securities of the issuer, or (ii) the related party discloses to an independent committee of the issuer the amount of consideration that the related party expects to be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities the related party beneficially owns and the independent committee acting in good faith determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5% of the value of the consideration the related party will receive pursuant to the terms of the transaction for the equity securities beneficially owned by the related party, and the independent committee’s determination is disclosed in the disclosure document for the transaction.

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Collateral Benefits

The Arrangement is a “business combination” for the purposes of MI 61-101 because, as described below, one “related party” (as defined in MI 61-101) will, directly or indirectly, receive a “collateral benefit” (as defined in MI 61-101) as a consequence of the Arrangement.

If the Arrangement is completed, directors and executive officers will be entitled, as will all other holders, to accelerated vesting of awards issued under the Company’s incentive plans, and certain executive officers will be entitled to retention incentive payments in connection with the Arrangement pursuant to employment agreements and other agreements entered into with the Company. See “The Arrangement – Interests of the Company’s Directors and Executive Officers in the Arrangement”.

As a result, each of the directors and executive officers of the Company in receipt of any one or more of the foregoing may be considered to be receiving a “collateral benefit” in connection with the Arrangement; provided however that, except with respect to our President and CEO Gregory Yull (as discussed below), such benefits fall within an exception to the definition of “collateral benefit” under MI 61-101, as: (i) each of the directors (other than Melbourne Yull) and the executive officers (other than our President and CEO) of the Company beneficially own or exercise control or direction over less than 1% of the outstanding Company Shares, and (ii) in the case of Melbourne Yull, the Special Committee, acting in good faith, determined that the value of any benefit, net of any offsetting costs, to be received by such director is less than 5% of the value of the consideration he will receive under the Arrangement in respect of the Shares beneficially owned by him.

Gregory Yull, our President and CEO, is deemed to be receiving a “collateral benefit” as the foregoing exceptions do not apply, given that: (a) he beneficially owns or exercises control or direction over more than 1% of the outstanding Shares; and (b) the aggregate value of the collateral benefits that he will be entitled to receive in connection with the Arrangement is greater than 5% of the value of the consideration that he will receive under the Arrangement in respect of the Shares that he beneficially owns.

Minority Shareholder Approval

Since the Arrangement is a “business combination”, the Arrangement Resolution will require “minority approval” in accordance with MI 61-101, which will require approval of holders of Shares by a majority of the votes cast, excluding the votes attached to securities beneficially owned, or over which control or direction is exercised, by “related parties” of the Company who can be considered to be receiving a “collateral benefit” in connection with the Arrangement, or are “related parties” or “joint actors” (as defined in MI 61-101) of such related parties.

This minority approval is in addition to the requirement that the Arrangement Resolution be approved by at least 66^2/3% of the votes cast by Shareholders present (virtually or in person) or represented by proxy at the Meeting and entitled to vote.

For purposes of the minority approval requirements of MI 61-101, all of the Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by our President and CEO and his related parties or joint actors, being 733,947 Shares, representing, as of the Record Date, approximately 1.24% of the issued and outstanding Shares, on an undiluted basis, will be excluded in determining whether minority approval for the Arrangement is obtained.

Given the relatively few Shares excluded in compliance with MI 61-101, in the event that the approval of 66^2/3% of the votes cast by Shareholders, voting as a single class, present or represented by proxy at the Meeting is obtained, the required minority approval will also effectively be obtained.

Formal Valuation

The Company is not required to obtain a formal valuation under MI 61-101 as no “interested party” (as defined in MI 61-101) is, as a consequence of the Arrangement, directly or indirectly acquiring the Company or its business or combining with the Company, whether alone or with joint actors, and there is no “connected transaction” that would qualify as a “related party transaction” (as defined in MI 61-101) for which the Company would be required to obtain a formal valuation.

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TSX Listing and Reporting Issuer Status

Following the completion of the Arrangement, the Purchaser intends to cause the Company to have the Shares delisted from the TSX and to apply to cease being a reporting issuer in all provinces and territories in Canada.

Required Regulatory Approvals

The completion of the Arrangement is conditional on the Competition Act Clearance, the Investment Canada Act Approval, the HSR Approval and the German Antitrust Approval.

Competition Act Clearance

The Competition Act requires that parties to any proposed transaction that exceeds specified financial and shareholding thresholds, as set out in sections 109 and 110 of the Competition Act (“Notifiable Transactions”), provide to the Commissioner of Competition (the “Commissioner”) prior notice of, and information relating to, such a Notifiable Transaction. Under the Competition Act, Notifiable Transactions may not be completed until the expiry of the applicable statutory waiting period, unless the Commissioner has waived the applicable waiting period pursuant to section 113(c) of the Competition Act, or unless the Commissioner has cleared the transaction. Such clearance can be obtained for the Arrangement by either: (a) an advance ruling certificate (“ARC”) being issued under section 102 of the Competition Act; or (b) both (i) the waiting period expiring or being terminated under subsections 123(1) or 123(2) of the Competition Act, or the obligation to provide a pre-merger notification in accordance with Part IX of the Competition Act being waived under subsection 113(c) thereof and (ii) the purchaser receiving a letter indicating that the Commissioner does not, as of the date of the letter, intend to make an application under the Competition Act in respect of the transaction (a “No Action Letter”) (together with an ARC, the “Competition Act Clearance”).

It has been determined that the Arrangement is a Notifiable Transaction, as it exceeds the thresholds set out in sections 109 and 110 of the Competition Act. The Company is confident that, following the filing of the required documents and information, the Competition Act Clearance will be granted with respect to the Arrangement.

The notification requirements of Part IX of the Competition Act impose an initial 30 calendar day waiting period, during which a Notifiable Transaction cannot be completed. The waiting period begins after the day on which the parties to the transaction submit prescribed information. If the Commissioner determines, within the initial 30 day waiting period, that the Commissioner requires additional information to review the transaction, he or she may, in his or her discretion, issue “supplementary information requests” to the parties for additional information and documents relevant to the transaction. Such “supplementary information requests” extend the statutory waiting period by a further 30 calendar days from the day after the parties comply with such requests.

For the Arrangement, the Purchaser and the Company have elected to initially file only a request for an ARC, or in the alternative, a No Action Letter (together with a waiver pursuant to subsection 113(c) of the Competition Act), as doing so is likely to expedite the receipt of the Competition Act Clearance. As described above, receipt of an ARC, or in the alternative, a No Action Letter together with a waiver pursuant to subsection 113(c) of the Competition Act, exempts the transaction from the notification requirements of Part IX of the Competition Act. If the Competition Act Clearance is not received within 35 business days following the date the Purchaser and Company file the request for an ARC, or in the alternative, a No Action Letter (together with a waiver pursuant to subsection 113(c) of the Competition Act), or such earlier date as may be agreed by the parties, the Purchaser and the Company will each file a pre-merger notification pursuant to Part IX of the Competition Act in relation to the Arrangement as soon as reasonably practicable thereafter and in any event within ten Business Days following the date thereof.

Pursuant to the Arrangement Agreement, the Purchaser and the Company were required to file with the Commissioner a request for an ARC (or, in the alternative, a No Action Letter together with a waiver pursuant to subsection 113(c) of the Competition Act) under the Competition Act by March 21, 2022 and the request was filed on March 17, 2022.

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Investment Canada Act Approval

Under the Investment Canada Act, the direct “acquisition of control” of a Canadian business by a non-Canadian that exceeds the prescribed financial threshold (a “Reviewable Transaction”) is subject to pre-closing review and cannot be implemented unless the responsible Minister or Ministers under the Investment Canada Act (the “Minister”) (i) has sent a notice that the Minister is satisfied that the transaction is likely to be of “net benefit” to Canada or (ii) has been deemed to be satisfied, that the transaction is likely to be of “net benefit” to Canada (a “Net Benefit Ruling”).

The transactions contemplated by the Arrangement Agreement constitute a Reviewable Transaction under the Investment Canada Act and cannot be completed until a Net Benefit Ruling is obtained.

Under the Investment Canada Act there is an initial 45-day review period, which may be unilaterally extended by the Minister for an additional 30 days, after which the Minister and the investor may agree to further extensions.

The prescribed factors under section 20 of the Investment Canada Act to be considered by the Minister in determining whether to issue a Net Benefit Ruling in respect of a Reviewable Transaction include, among other things, (i) the effect of the investment on the level and nature of economic activity in Canada (including the effect on employment, capital investment, resource processing, utilization of Canadian products and services and exports); (ii) the degree and significance of participation by Canadians in the acquired business and the industry in which the Canadian business forms a part; (iii) the effect of the investment on productivity, industrial efficiency, technological development, product innovation, product variety and competition in Canada; (iv) the effect of the investment on competition within an industry in Canada; (v) the compatibility of the investment with national and provincial industrial, economic, and cultural policies; and (vi) the contribution of the investment to Canada’s ability to compete in world markets.

In deciding whether to issue a Net Benefit Ruling, an applicant typically is required to provide binding written undertakings to Her Majesty in right of Canada in support of its application. The Purchaser is a non-Canadian investor and is acquiring control of the Company, a Canadian business, under and for the purposes of the Investment Canada Act. If, within the applicable review period (including any unilateral or mutually agreed upon extension thereof), the Minister sends a notice that he is satisfied that the investment is likely to be of net benefit to Canada, or if the Minister does not send a notice within the applicable review period (including any unilateral or mutually agreed upon extension thereof) and is deemed pursuant to section 21(9) of the Investment Canada Act to have been satisfied that the investment is likely to be of net benefit to Canada, the Net Benefit Ruling will have been obtained and the Reviewable Transaction may be completed.

However, if the Minister is not satisfied within the applicable review period (including any unilateral or mutually agreed upon extension thereof) that a Reviewable Transaction is likely to be of net benefit to Canada, the Minister is required to send a notice to that effect, advising the investor of its right to make further representations and submit (additional) undertakings within 30 days from the date of such notice or any further period that may be agreed to be the Minister and investor. Within a reasonable time after the expiry of the period for making representations and submitting undertakings, as described above, the Minister will send a notice to the applicant that either the Minister is satisfied that the investment is likely to be of net benefit to Canada, in which case a Net Benefit Ruling will have been obtained, or confirming that the Minister is not satisfied that the investment is likely to be of net benefit to Canada. In the latter case, the Reviewable Transaction may not be implemented.

In addition, under Part IV.1 of the Investment Canada Act, certain investments by non-Canadians, including but not limited to Reviewable Transactions, can be made subject to separate review on grounds that the investment could be injurious to national security. Specifically, in the case of a Reviewable Transaction, a non-Canadian investor cannot complete its investment where it has received, at any time from when the Minister becomes aware of the transaction and 45 days from when the investor has filed its application, notice (a “National Security Notice”) from the Minister that the investment may be or will be subject to a national security review (a “National Security Review”). Where the investor has received a National Security Notice, the Minister has an additional 45 days to determine whether to order a National Security Review. Where a National Security Review has been ordered, the Minister has 45 days, which period can be extended for an additional 45 days, to determine whether the investment would not be injurious to national security, in which case the National Security Review is terminated, or either that it would be injurious to national security or that the Minister is unable to determine whether the investment would be injurious to national

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security, in which case the Minister must refer the investment to the Governor in Council for a final determination. The Governor in Council then has 20 days to decide whether to authorize the investment, which can be on the basis of terms and conditions set by the Governor in Council or undertakings provided by the investor or, in the case of an investment that has not been completed, to prohibit its completion. If a National Security Notice has been received, and during an ongoing National Security Review, the investment cannot be completed. While the above time frames can be extended with the consent of the investor (other than the 20 day period applicable to the Governor in Council’s determination), assuming no additional extensions, the entire period of a National Security Review from the initial filing by the investor until completion of the National Security Review can be as long as 200 days.

In the case of a Reviewable Transaction, where a National Security Review is ordered, in practice the net benefit review is suspended and resumes only if the Minister determines that the investment is not injurious to national security or the Governor in Council authorizes its completion, as applicable. The investment can close thereafter only once a Net Benefit Ruling is obtained.

Pursuant to the terms of the Arrangement Agreement, the Investment Canada Act Approval will be obtained if the Minister has sent a notice under subsection 21(1) of the Investment Canada Act, stating that the Minister is satisfied that the transactions contemplated by the Arrangement Agreement are likely to be of net benefit to Canada, or the Minister has been deemed, in accordance with subsection 21(9) the Investment Canada Act, to be satisfied that the transactions contemplated by the Arrangement Agreement are likely to be of net benefit to Canada.

Pursuant to the Arrangement Agreement, the Purchaser is required to submit its application for review with the Investment Review Division of Innovation, Science and Economic Development Canada by March 28, 2022 and such application has been filed. The review of the transactions contemplated by the Arrangement Agreement under the Investment Canada Act will commence upon receipt of the application and the Investment Canada Act Approval required pursuant to the Arrangement Agreement has not yet been obtained.

HSR Approval

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), certain transactions may not be completed until each party has filed a Notification and Report Form with the Antitrust Division of the U.S. Department of Justice (the “DOJ”) and with the U.S. Federal Trade Commission (the “FTC”) and the applicable waiting period requirements have expired or been terminated. The Arrangement is subject to the HSR Act.

A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filing of their respective HSR Act Notification and Report Forms, unless the waiting period is earlier terminated. The waiting period may also be extended if either (i) the acquiring Person voluntarily withdraws and re-files to allow a second 30-day waiting period, and/or (ii) the reviewing agency issues an additional request for additional information and documentary material (known as a “second request”). If during the initial waiting period, either the FTC or the DOJ issues a formal second request, the waiting period with respect to the Arrangement could be extended until 30 calendar days following the date of both parties’ substantial compliance with that request, unless the FTC or the DOJ terminates the additional waiting period before its expiration. The Purchaser and the Company have each filed a Notification and Report Form with the FTC and the DOJ prior to the date of this Circular.

Expiration or termination of the HSR Act waiting period does not preclude the DOJ or the FTC from challenging the Arrangement on antitrust grounds and seeking to preliminarily or permanently enjoin the Arrangement. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including without limitation, seeking to enjoin the completion of the Arrangement. Private parties may also seek to take legal action under the antitrust laws under some circumstances.

Pursuant to the Arrangement Agreement, the Purchaser and the Company were required to file their respective HSR Act notification forms by March 21, 2022, and such notification forms were filed on March 21, 2022.

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German Antitrust Approval

The German Act of Restraints of Competition of 1958, as amended (the “German ARC”), imposes a pre-merger notification requirement on transactions that qualify as concentrations in the meaning of the German ARC and meet certain specified turnover or transaction value thresholds, which the Arrangement meets. Accordingly, consummation of the Arrangement is conditional upon the Arrangement being cleared by the German Bundeskartellamt (the “FCO”). Clearance is considered granted if, after a transaction has been notified, the applicable one-month waiting period expires without the decision by the FCO to open Phase II proceedings or if the FCO explicitly clears the transaction before the expiration of the waiting period. If the FCO initiates Phase II proceedings, clearance is granted by way of a formal decision, or, if the decision is not served upon the notifying undertakings within a period of five months from receipt of the complete notification, is deemed to be granted. The Purchaser notified the FCO of the proposed Arrangement on March 21, 2022 and expects to receive clearance for the transaction from the FCO by April 21, 2022 (the “German Antitrust Approval”).

RISK FACTORS

Shareholders should carefully consider the following risks related to the Arrangement. These risk factors should be considered in conjunction with the other information included in this Circular, including certain sections of documents publicly filed, which sections are incorporated by reference herein. Additional risks and uncertainties, including those currently unknown or considered immaterial by the Company, may also adversely affect the Arrangement. The following risk factors are not a definitive list of all risk factors associated with the Arrangement.

Risk Factors Relating to the Arrangement

There can be no certainty that all conditions to the Arrangement will be satisfied or waived prior to the End Date, or at all. Failure to complete the Arrangement could negatively impact the price of the Shares or otherwise adversely affect the business of the Company.

The completion of the Arrangement is subject to a number of conditions, certain of which are outside the control of the Company, including receipt of the Required Regulatory Approvals and receipt of the Final Order and no restraining order, preliminary or permanent injunction or other judgment or order issued by any court or agency of competent jurisdiction or other law prohibiting, restraining or making illegal the consummation of the Arrangement.

The Arrangement Agreement also contains a number of additional conditions for the benefit of the Purchaser including compliance, in all material respects, with covenants by the Company, the truth and correctness, subject in most cases to certain qualifications, of the representations and warranties made by the Company in the Arrangement Agreement as of the Effective Time. There can be no certainty, nor can the Company provide any assurance, that these conditions will be satisfied or waived or, if satisfied or waived, when they will be satisfied or waived.

Each of the Purchaser and the Company has the right, in certain circumstances, to terminate the Arrangement Agreement, in which case the Arrangement would not be completed. Accordingly, there can be no certainty, nor can the Company provide any assurance, that the Arrangement Agreement will not be terminated by either of the Company or the Purchaser prior to the completion of the Arrangement. Failure to complete the Arrangement could negatively impact the trading price of the Shares or otherwise adversely affect the business of the Company.

If the Arrangement is not completed, the market price of the Shares is expected to decline to the extent that the market price reflects a market assumption that the Arrangement will be completed. If the Arrangement is not completed and the Board decides to seek another merger or business combination, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the Consideration to be paid pursuant to the Arrangement.

Certain costs related to the Arrangement, such as legal, and certain financial advisor fees, must be paid by the Company even if the Arrangement is not completed.

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In addition, since the completion of the Arrangement is subject to uncertainty, officers and employees of the Company may experience uncertainty about their future roles with the Company. This may adversely affect the Company’s ability to attract or to retain key management and personnel in the period until the Arrangement is completed or terminated.

If the Company is unable to complete the Arrangement or if completion of the Arrangement is delayed, there could be an adverse effect on the Company’s business, financial condition, operating results and the price of its Shares.

The completion of the Arrangement is subject to the satisfaction of numerous closing conditions, including the Required Shareholder Approval, receipt of the Required Regulatory Approvals and receipt of the Final Order. A substantial delay in obtaining satisfactory approvals and/or the imposition of unfavourable terms or conditions in the approvals to be obtained could have an adverse effect on the business, financial condition or results of operations of the Company or could result in the termination of the Arrangement Agreement.

The Company has dedicated significant resources to pursuing the Arrangement and while the Arrangement is pending, the Company is restricted from taking certain actions.

Under the Arrangement Agreement, the Company must generally conduct its business in the ordinary course. Before the completion of the Arrangement or termination of the Arrangement Agreement, the Company is restricted from taking certain specified actions without the consent of the Purchaser (such consent not to be unreasonably withheld or delayed). These restrictions may prevent the Company from pursuing attractive business opportunities that may arise prior to the completion of the Arrangement. See “The Arrangement Agreement – Conditions to the Arrangement Becoming Effective”. If the Arrangement is not completed for any reason, the announcement of the Arrangement, the dedication of the Company’s resources to the completion thereof and the restrictions that were imposed on the Company under the Arrangement Agreement may have an adverse effect on the current future operations, financial condition and prospects of the Company.

Uncertainty surrounding the Arrangement could adversely affect the Company’s retention of customers and suppliers.

The Arrangement is dependent upon satisfaction of various conditions, and as a result, its completion is subject to uncertainty. In response to this uncertainty, the Company’s customers and suppliers may delay or defer decisions concerning the Company. Any change, delay or deferral of those decisions by customers and suppliers could negatively impact the Company’s business, operations and prospects, regardless of whether the Arrangement is ultimately completed.

Shareholders will no longer hold an interest in the Company following the Arrangement.

Following the Arrangement, Shareholders will no longer hold any of the Shares and Shareholders will forego any future increase in value that might result from future growth and the potential achievement of the Company’s long-term plans. In the event that the value of the Company assets or business, prior, at or after the Effective Date, exceeds the implied value of the Company under the Arrangement, Shareholders will not be entitled to additional consideration for their Shares.

Risk Factors Related to the Business of the Company

Whether or not the Arrangement is completed, the Company will continue to face many of the risks that it currently faces with respect to its business and affairs. A description of the risk factors (incorporated by reference into this Circular) applicable to the Company is contained under the heading “Risk Factors” in the Company’s Form 20-F, and in the Company’s other filings with Securities Authorities, available on the Company’s profile on SEDAR at www.sedar.com (Canada) and at www.sec.gov (United States).

THE ARRANGEMENT AGREEMENT

The Arrangement will be carried out pursuant to the Arrangement Agreement and the Plan of Arrangement. The following is a summary of the principal terms of the Arrangement Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement (which has been filed by the Company under its SEDAR profile at www.sedar.com and on the EDGAR website at www.sec.gov) and to the Plan of Arrangement (attached to this Circular as Schedule B). Shareholders are encouraged to read the Arrangement Agreement and the Plan of Arrangement in their entirety.

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Conditions to the Arrangement Becoming Effective

Mutual Conditions Precedent

The Purchaser and the Company are not required to complete the Arrangement unless each of the following conditions is and remains satisfied, which conditions may only be waived, in whole or in part, by the mutual written consent of the Purchaser and the Company:

Additional Conditions Precedent to the Obligations of the Purchaser

The obligations of the Purchaser to consummate the Arrangement are subject to the satisfaction or valid waiver of the following further conditions (which may be waived, in whole or in part, with the written consent of the Purchaser):

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Additional Conditions Precedent to the Obligations of the Company

The obligation of the Company to consummate the Arrangement is subject to the satisfaction or valid waiver of the following further conditions (which may be waived, in whole or in part, with the written consent of the Company):

Representations and Warranties

The Arrangement Agreement contains customary representations and warranties made by each of the Company and the Purchaser. The assertions embodied in those representations and warranties are solely for the purposes of the Arrangement Agreement. Certain representations and warranties may not be accurate or complete as of any specified date because they are qualified by certain disclosure provided by the Company to the Purchaser or are subject to a standard of materiality or are qualified by a reference to Material Adverse Effect. Therefore, Shareholders should not rely on the representations and warranties as statements of factual information.

Specifically, the Arrangement Agreement contains customary representations and warranties of the Company, including with respect to corporate existence and power, corporate authorization, governmental authorization, non-contravention, capitalization, subsidiaries, reports and financial statements; securities laws; undisclosed liabilities; disclosure documents, absence of certain changes or events, litigation, taxes, employee benefits, labor and employment, compliance with laws, environmental, health and safety matters, intellectual property rights, properties, insurance, finders’ fees, opinions of financial advisors, anti-takeover provisions, material contracts, related party transaction and collateral benefits.

In addition, the Arrangement Agreement also contains customary representations and warranties of the Purchaser including with respect to corporate existence and power, corporate authorization, governmental authorization, non-contravention, disclosure documents, litigation, financing, guarantees, operations, solvency, absence of interest in competitors, adequate access and investigation.

Covenants

The Arrangement Agreement also contains customary negative and affirmative covenants of each of the Company and the Purchaser.

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Conduct of the Company

In the Arrangement Agreement, the Company has agreed to certain customary negative and affirmative covenants relating to the operation of its business between the date of the Arrangement Agreement and the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms.

Shareholders should refer to the Arrangement Agreement for details regarding the negative and affirmative covenants given by the Company in relation to the conduct of its business prior to the Effective Time.

Conduct of Purchaser

The Purchaser has agreed that, from the execution of the Arrangement Agreement to the Effective Time, it shall not acquire or agree to acquire, or otherwise make any investment in, any Person, or agree to any commercial or strategic relationship with any Person, that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of the Purchaser to consummate the transactions contemplated by the Arrangement Agreement.

Efforts to Consummate the Arrangement

The Arrangement Agreement provides that each party will use its reasonable best efforts to take all actions necessary, proper or advisable to consummate the transactions contemplated thereby.

In addition, the Arrangement Agreement provides that each of the Purchaser, on the one hand, and the Company and its Subsidiaries, on the other hand, shall, take all actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods, or receipt of the Investment Canada Act Approval and required authorizations or approvals under applicable Competition Laws and, if any objections are asserted with respect to the transactions contemplated the Arrangement Agreement under any law or if any Proceeding is instituted (or threatened to be instituted) by any Governmental Authority or any private party challenging any of the transactions contemplated thereby as prohibited by or violating any law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated by the Arrangement Agreement, take all action necessary to resolve any such objections or suits so as to permit consummation of the transactions contemplated thereby.

Notwithstanding anything to the contrary in the Arrangement Agreement, in no event will (i) either the Purchaser or the Company be obligated to subject itself to any Regulatory Requirement unless such Regulatory Requirement is conditioned upon, and only effective as of, the Closing or (ii) any of the efforts to consummate set out in the Arrangement Agreement require the Purchaser, the Company or any of their respective Affiliates to offer, negotiate, agree to, or commit to and effect, written undertakings necessary in order to obtain the Investment Canada Act Approval to demonstrate that the Arrangement and the other transactions contemplated by the Arrangement Agreement are of net benefit to Canada and to ensure that the Arrangement and the other transactions contemplated thereby are not prohibited under the Investment Canada Act that would result in a burdensome condition that would not be considered a Material Adverse Effect, disregarding the proviso in the definition of “Material Adverse Effect”.

Purchaser Financing

The Arrangement Agreement contains customary covenants of the Purchaser with respect to financing of the transaction, including a covenant that the Purchaser shall use its reasonable best efforts to arrange the Debt Financing on the terms and conditions in the Debt Commitment Letter as promptly as practicable.

The Purchaser has expressly acknowledged and agreed that, notwithstanding anything in the Arrangement Agreement to the contrary, its obligations thereunder, including its obligations to consummate the Arrangement and the other transactions contemplated thereby, are not subject to, or conditioned on, receipt of any Debt Financing.

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Non-Solicitation

The Arrangement Agreement provides that, subject to the exceptions set forth in the Arrangement Agreement, none of the Company, or any of their respective directors, officers, employees, consultants, agents, advisors, Affiliates and other representatives (“Representatives”) shall, directly or indirectly:

In addition, the Arrangement Agreement provides that, subject to certain exceptions, the Company shall and shall cause its respective Representatives to immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by the Company or any of its Representatives with respect to any potential Acquisition Proposals, discontinue access of any such persons of the virtual data room created in connection with the process initiated by the Board or other virtual data room for the purpose of an Acquisition Proposal, and, if not already so requested, within two Business Days of the date of the Arrangement Agreement request the prompt return or destruction of all confidential information previously furnished to such persons or their Representatives during any such solicitation, encouragement, discussion or negotiation that occurred in the 12 months prior to the date of the Arrangement Agreement.

Acquisition Proposals

Notwithstanding any other provision of the Arrangement Agreement, but subject to the Company’s notification obligations set out in the Arrangement Agreement, if at any time following the date of the Arrangement Agreement and prior to obtaining the Required Shareholder Approval, (i) the Company receives a written Acquisition Proposal from a third party that did not result from a material breach of the non-solicitation provision of the Arrangement Agreement and (ii) the Board determines in good faith (after receiving the advice of outside counsel and outside financial advisors), that (x) such Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal and (y) that the failure to furnish information or enter into discussions or negotiations with such third party pursuant to an unsolicited written Acquisition Proposal would be inconsistent with its fiduciary duties under applicable law, then the Company may (A) furnish information with respect to the Company to such third party and its or their respective Representatives or potential sources of financing and their Representatives and (B) participate in discussions or negotiations with such third party regarding such Acquisition Proposal, subject to certain conditions.

Right to Match

The Arrangement Agreement provides that, if (A) either (1) the Company receives an Acquisition Proposal that did not result from a material breach of the non-solicitation provisions set out in the Arrangement Agreement which the Board concludes in good faith (after consultation with its independent financial advisors) constitutes a Superior Proposal, or (2) the Board concludes in good faith (after consultation with its independent financial advisors) there has been an Intervening Event and (B) the Board determines in good faith (after consultation with its outside legal counsel) that the failure to do so would be inconsistent with its fiduciary duties under applicable law, then the Board may (x) make a Recommendation Withdrawal (which, in the case of an

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Intervening Event, shall be limited to failing to recommend or withdrawing, amending, modifying or qualifying, or publicly proposing to withdraw, amend, modify or qualify its recommendation) or (y) terminate the Arrangement Agreement in order to enter into a definitive agreement with respect to such Superior Proposal; provided, however the Company shall not terminate the Arrangement Agreement to effect a Recommendation Withdrawal and enter into a definitive agreement with respect to a Superior Proposal, and any such purported termination shall be void and of no force or effect, unless concurrently with such termination the Company pays to the Purchaser the Company Termination Fee and enters into a definitive agreement providing for such Superior Proposal; and provided, further, that the Board may not effect a Recommendation Withdrawal or terminate the Arrangement Agreement to effect a Recommendation Withdrawal and enter into a definitive agreement with respect to a Superior Proposal unless:

In the event of any material revisions to the Superior Proposal, the Company shall be required to deliver a new written notice to the Purchaser and to comply with the requirements of the Arrangement Agreement with respect to such new written notice, except that the Notice Period shall be reduced to two Business Days.

Director and Officer Liability

Prior to the Effective Time, the Company shall use its reasonable best efforts to purchase a “tail” or “runoff” officers’ and directors’ liability insurance policy in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently (and any additional Persons who prior to the Effective Time become) covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage, deductibles and amounts no less substantively favourable for the Company and the Persons covered by such existing policies than those of such policy in effect on the date of the Arrangement Agreement for the six year period following the Closing (and until such later date as of which any Proceeding commenced during such six year period shall have been finally disposed of) and at a price not to exceed 300% of the amount the Company paid in its last full fiscal year prior to the date of the Arrangement Agreement. If the Company or the Purchaser obtains prepaid “tail” or “runoff” policies prior to the Effective Time, the Purchaser shall, and shall cause the Company to, maintain such policies in full force and effect, without any modifications that are adverse to the Persons covered by such policies, for their full term, and continue to honor the obligations thereunder for such six year period.

If the Company fails to purchase such “tail” or “runoff” policy prior to Closing, then either the Purchaser may purchase such policy on behalf of the Company or the Company shall maintain an officers’ and directors’ liability insurance policy in respect of acts or omissions occurring prior to Closing covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favourable for the Company and the indemnified persons covered by such existing policies than those of such policy in effect as of the date of the Arrangement Agreement for a period of six years following Closing.

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Assistance with Purchaser Financing

The Arrangement Agreement contains customary covenants of the Company to use reasonable best efforts to cooperate with the Purchaser in connection with the Financing, including a covenant to provide such cooperation to the Purchaser as the Purchaser may reasonably request in connection with the arrangements by the Purchaser to obtain the advance of the Debt Financing as contemplated in the Debt Commitment Letter (subject to customary limitations and reasonableness requirements, and provided such cooperation does not unreasonably interfere with the ongoing operations of the Company).

Other Covenants

The Arrangement Agreement contains other customary covenants for a transaction of this nature, including access to information, public announcements, employee matters, confidentiality, company plans, litigation, reorganization, TSX delisting, resignation of directors and payoff letters.

Termination of the Arrangement Agreement

The Arrangement Agreement may be terminated and the Arrangement and other transactions contemplated thereby may be abandoned at any time prior to the Effective Time (notwithstanding any prior approval of the Arrangement by the Shareholders):

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Termination Fees

In the event that the Arrangement Agreement is terminated by the Company in order to enter into a definitive agreement relating to a Superior Proposal, by the Purchaser or the Company if the Shareholders fail to approve the Arrangement Resolution and at the time of such termination the Board had effected a Recommendation Withdrawal or failed to include such recommendation in this Circular, or by the Purchaser if the Board has effected a Recommendation Withdrawal or fails to include such recommendation in this Circular, then the Company shall pay an amount of $81 million (the “Company Termination Fee”) as directed in writing by the Purchaser, at or prior to the time of termination in the case of a termination pursuant to enter into a definitive agreement relating to a Superior Proposal or within two Business Days following termination of the Arrangement Agreement in the case of a termination pursuant to the Shareholders failing to approve the Arrangement Resolution or the Board effecting a Recommendation Withdrawal or failing to include such recommendation in this Circular.

In the event that all of (i) the Arrangement Agreement is terminated by the Purchaser or the Company if Closing has not occurred by the End Date (and at the time of such termination the Shareholders have not yet approved the Arrangement Resolution) or the Shareholders failed to approve the Arrangement Resolution, or is terminated by the Purchaser pursuant to a willful and material breach of the non-solicitation provisions by the Company or the Board has effected a Recommendation Withdrawal or failed to include such recommendation in this Circular, (ii) at any time after the date of the Arrangement Agreement and prior to such termination, a bona fide Acquisition Proposal shall have been publicly announced or publicly made known or any Person shall have publicly announced its intention to make an Acquisition Proposal and (iii) within 12 months after such termination, the Company enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal (provided that for the foregoing clauses (ii) and (iii), each reference to “20%” and “80%” in the definition of Acquisition Proposal shall be deemed to be a reference to “a majority”), then, on the earlier of the date of the consummation of an Acquisition Proposal and the date on which a definitive agreement with respect to an Acquisition Proposal is entered into, the Company shall pay the Company Termination Fee to the Purchaser.

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In the event that the Arrangement Agreement is terminated by the Company due to a willful and material breach of representations and warranties or any covenant or agreement by the Purchaser or because the closing conditions have been satisfied or waived and the Purchaser has failed to consummate the Arrangement within two Business Days following irrevocable notice by the Company that it is ready, willing and able to close (or is terminated by the Purchaser on the basis that the Closing has not occurred prior to the End Date at a time when the Arrangement Agreement was terminable by the Company on the basis of a willful and material breach by the Purchaser or because the closing conditions have been satisfied or waived and the Purchaser has failed to consummate the Arrangement within two Business Days following irrevocable notice by the Company that it is ready, willing and able to close), then the Purchaser shall pay the Company an amount of $142 million (the “Purchaser Termination Fee”) within two Business Days following such termination by the Company.

Amendments

Subject to the provisions of the Interim Order, the Plan of Arrangement and applicable law, the Arrangement Agreement and the Plan of Arrangement may be amended by an instrument in writing signed by the Purchaser and the Company by action taken by or on behalf of their respective boards of directors at any time prior to the Effective Time, whether before or after approval of the Arrangement by the Shareholders and without further notice to or authorization on the part of the Shareholders; provided, however:

The Company will not unreasonably withhold its consent from any amendment to the Plan of Arrangement at any time prior to the Effective Time which is requested by the Purchaser, acting reasonably, provided that it shall be deemed to be reasonable for the Company to withhold its consent from any amendment which: (i) has the effect of reducing the aggregate consideration payable to the Shareholders pursuant to the Plan of Arrangement, (ii) is otherwise prejudicial to Shareholders or other parties to be bound by the Plan of Arrangement or results in Taxes being imposed on, or any adverse Tax or other consequences to, any holder of Company securities, (iii) is inconsistent with the provisions of the Arrangement Agreement, or (iv) could reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement.

Governing Law

The Arrangement Agreement and all actions arising in whole or part under or in connection therewith shall be interpreted, construed, performed, governed and enforced by and in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein without giving effect to any principle of conflict of law that would require or permit the application of the law of another jurisdiction.

Each of the Purchaser and the Company has irrevocably submitted to the exclusive jurisdiction of the Court or, only if the Court does not accept or have jurisdiction, such other court of competent jurisdiction located in the City of Montreal, in respect of any Proceeding arising out of or relating to the Arrangement Agreement, the documents referred to in the Arrangement Agreement, or the transactions contemplated thereby, and each thereby waives, and agrees not to assert, as a defense, in any such Proceeding that it is not subject thereto or that such Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that the Arrangement Agreement or any such document may not be enforced in or by such courts, and each of the Purchaser and the Company irrevocably agrees that it is the intention of each such party that all claims with respect to such Proceeding shall be heard and determined in such a court.

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Notwithstanding the foregoing, with respect to any Proceeding of any kind involving any Debt Financing Source arising out of or relating to the Arrangement Agreement or the agreements delivered in connection herewith or any of the transactions contemplated thereby, the Debt Financing or the Debt Commitment Letter or the performance of services thereunder, each of the Purchaser and the Company (i) is submitted to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any New York State court, in each case, sitting in the Borough of Manhattan and any appellate court therefrom (“Applicable Courts”), and agrees that all claims in respect of any such Proceeding be heard and determined only in the Applicable Courts, (ii) agrees that such party shall not bring or permit any of its Affiliates to bring any Proceeding, or voluntarily support any other Person in bringing any such Proceeding, in any courts other than the Applicable Courts, (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such Proceeding in any Applicable Court and (iv) except as specifically set forth in the Debt Commitment Letter, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any Debt Financing Source in any way relating to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any principle of conflict of law that would require or permit the application of laws of another jurisdiction.

DISSENT RIGHTS OF SHAREHOLDERS

Section 190 of the CBCA provides registered shareholders of a corporation with the right to dissent from certain resolutions that effect extraordinary corporate transactions or fundamental corporate changes. The Interim Order expressly provides Registered Shareholders as of the Record Date for the Meeting with the right to dissent from the Arrangement Resolution pursuant to section 190 of the CBCA, with modifications to the provisions of section 190 as provided in the Plan of Arrangement and the Interim Order. Any Registered Shareholder as of the Record Date for the Meeting who dissents from the Arrangement Resolution in compliance with section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order, will be entitled, in the event the Arrangement becomes effective, to be paid the fair value of the Shares held by such dissenting registered Shareholder (“Dissenting Shareholder”) determined as of the close of business on the day before the Arrangement Resolution is approved. Shareholders are cautioned that fair value may be the same as, more than or less than the Consideration offered under the Arrangement and that the proceeds of disposition received by a Dissenting Shareholder may be treated in a different, and potentially more adverse, manner under Canadian and United States federal income tax laws than had such Shareholder submitted its Shares to the Company for the Consideration pursuant to the Plan of Arrangement. If a Dissenting Shareholder fails to comply strictly with the requirements of the dissent rights set out in section 190 of the CBCA (as modified by the Plan of Arrangement and the Interim Order), it will lose its dissent rights, the Company will return to the Shareholder the certificates representing the dissenting Shares that were delivered to the Company, if any, and, if the Arrangement is completed, that Dissenting Shareholder shall be deemed to have participated in the Arrangement on the same terms as a Shareholder who did not exercise its dissent rights.

Section 190 of the CBCA provides that a Dissenting Shareholder may only make a claim under that section with respect to all of the shares of a class held by the Dissenting Shareholder on behalf of any one beneficial owner and registered in the Dissenting Shareholder’s name. One consequence of this provision is that only a registered holder of Shares may exercise the dissent rights in respect of Shares that are registered in that Shareholder’s name.

In many cases, shares beneficially owned by a non-registered Shareholder are registered either (a) in the name of an intermediary (such as a broker, trust or bank) or (b) in the name of a clearing agency (such as DTC or CDS) of which the intermediary is a participant. Accordingly, a non-registered Shareholder will not be entitled to exercise its dissent rights directly (unless the Shares are re-registered in the non-registered Shareholder’s name). A non-registered Shareholder who wishes to exercise dissent rights should immediately contact the intermediary with whom the non-registered Shareholder deals in respect of its Shares and either (i) instruct the intermediary to exercise the dissent rights on the non-registered Shareholder’s behalf (which, if the Shares are registered in the name of DTC or CDS or another clearing agency, may require that such Shares first be re-registered in the name of the intermediary), or (ii) instruct the intermediary to re-register such Shares in the name of the non-registered Shareholder, in which case the non-registered Shareholder would be able to exercise the dissent rights directly. In addition, pursuant to section 190 of the CBCA and the Interim Order, a Dissenting Shareholder may not exercise dissent rights in respect of only a portion of such Dissenting Shareholder’s Shares but may dissent only with respect to all Shares held by such Dissenting Shareholder.

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The dissent procedures require that a registered Shareholder who wishes to dissent must send a written notice of dissent (“Dissent Notice”) to Intertape Polymer Group Inc. at (i) 9999 Cavendish Blvd., Suite 200, Ville Saint-Laurent, Québec H4M 2X5 (Attention: Secretary), (ii) by facsimile transmission to Fasken at 514-397-7600 (Attention: Secretary, care of Neil Kravitz), or (iii) by e-mail to nkravitz@fasken.com with the subject “Intertape Polymer Group Inc. – Dissent Notice”, in each case by no later than 5:00 p.m. (EDT) on the second Business Day immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time), and must otherwise strictly comply with the dissent procedures set forth in section 190 of the CBCA (as modified by the Plan of Arrangement and the Interim Order). A registered Shareholder who intends to exercise dissent rights in respect of the Arrangement resolution should seek legal advice. Failure to strictly comply with the dissent procedures will result in loss of dissent rights.

The filing of a Dissent Notice does not deprive a Registered Shareholder of the right to vote at the Meeting. However, under the CBCA, a Registered Shareholder who has submitted a Dissent Notice and who votes (or instructs or is deemed, by submission of an incomplete proxy or otherwise, to have instructed the Shareholder’s proxyholder to vote) in favour of the Arrangement Resolution will no longer be considered a Dissenting Shareholder with respect to the Shares voted in favour of the Arrangement Resolution, being the Shares in respect of which the Dissent Notice was made. In addition, if such Dissenting Shareholder votes in favour of the Arrangement Resolution in respect of a portion of the Shares registered in such Dissenting Shareholder’s name or held by same on behalf of any one beneficial owner, such vote approving the Arrangement Resolution will be deemed to apply to the entirety of the Shares held by such Dissenting Shareholder in such Dissenting Shareholder’s name or in the name of that beneficial owner, given that section 190 of the CBCA provides there is no right of partial dissent. A vote against the Arrangement Resolution will not constitute a Dissent Notice. The CBCA does not provide, and the Company will not assume, that a proxy submitted to the Company instructing the proxyholder to vote against the Arrangement Resolution constitutes a Dissent Notice, but a Registered Shareholder need not vote its Shares against the Arrangement Resolution in order to dissent. Similarly, the revocation of a proxy conferring authority on the proxyholder to vote in favour of the Arrangement Resolution does not constitute a Dissent Notice. However, any proxy granted by a Registered Shareholder who intends to dissent, other than a proxy that instructs the proxyholder to vote against the Arrangement Resolution, should be validly revoked in order to prevent the proxyholder from voting such Shares in favour of the Arrangement Resolution and thereby causing the Registered Shareholder to forfeit its dissent rights. A Dissenting Shareholder, however, may vote as a proxy for a Shareholder whose proxy required an affirmative vote, without affecting the Dissenting Shareholder’s right to exercise its Dissent Rights. See “Information Concerning the Meeting – Appointment and Revocation of Proxies”.

The Company is required within ten days after the Shareholders adopt the Arrangement Resolution to notify each Dissenting Shareholder that the Arrangement Resolution has been adopted. Such notice is not required to be sent to any Shareholder that voted in favour of the Arrangement Resolution or who has withdrawn its Dissent Notice.

A Dissenting Shareholder who has not withdrawn its Dissent Notice prior to the Meeting must, within 20 days after receipt of notice that the Arrangement Resolution has been approved, or if the Dissenting Shareholder does not receive such notice, within 20 days after learning that the Arrangement resolution has been approved, send or deliver in person to the Company at (i) 9999 Cavendish Blvd., Suite 200, Ville Saint-Laurent, Québec H4M 2X5 (Attention: Secretary), (ii) by facsimile transmission to Fasken at 514-397-7600 (Attention: Secretary, care of Neil Kravitz), or (iii) by e-mail to nkravitz@fasken.com with the subject “Intertape Polymer Group Inc. – Dissent Notice”, a written notice (a “Demand for Payment”) containing such Dissenting Shareholder’s name and address, the number of Shares in respect of which he, she or it dissents (the “Dissenting Shares”), and a demand for payment of the fair value of such Dissenting Shares. Within 30 days after sending the Demand for Payment, the Dissenting Shareholder must send to the Company certificates representing the Dissenting Shares. The Company will endorse on the share certificates received from a Dissenting Shareholder a notice that the holder is a Dissenting Shareholder and will forthwith return the share certificates to the Dissenting Shareholder. A Dissenting Shareholder who fails to make a Demand for Payment in the time required, or to send certificates representing Dissenting Shares in the time required, has no right to make a claim under section 190 of the CBCA.

Under section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order, after sending a Demand for Payment, a Dissenting Shareholder ceases to have any rights as a Shareholder in respect of its Dissenting Shares other than the right to be paid the fair value of the Dissenting Shares as determined pursuant to the Interim Order, unless (a) the Dissenting

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Shareholder withdraws its Dissent Notice before the Company makes an offer to pay (as described below), (b) the Company fails to make an offer to pay in accordance with subsection 190(12) of the CBCA and the Dissenting Shareholder withdraws the Demand for Payment, or (c) the Board revokes the Arrangement Resolution, in which case the Dissenting Shareholder’s rights as a Shareholder will be reinstated. In (a) and (b), the Dissenting Shareholder shall be deemed to have participated in the Arrangement on the same basis as any non-Dissenting Shareholder as at and from the Effective Time of the Arrangement. Pursuant to the plan of Arrangement, in no case shall the Company, the Purchaser or any other Person be required to recognize any Dissenting Shareholder as a Shareholder after the Closing Date, and the names of such Shareholders shall be deleted from the list of Registered Shareholders at the Closing Date.

Pursuant to the Plan of Arrangement, Dissenting Shareholders who are ultimately determined to be entitled to be paid fair value for their Dissenting Shares shall be (i) deemed to have transferred such Dissenting Shares to the Purchaser at the Effective Time of the Arrangement, (ii) deemed to not have participated in the Plan of Arrangement, (iii) entitled to be paid the fair value for their Dissenting Shares by the Purchaser and (iv) will not be entitled to any other payment or consideration, including any payment that would be payable under the Plan of Arrangement had such Dissenting Shareholders not exercised their Dissent Rights.

Pursuant to the Plan of Arrangement, Dissenting Shareholders who are ultimately determined not to be entitled to be paid fair value for their Dissenting Shares, for any reason, shall be deemed to have participated in the Arrangement on the same basis as any non-Dissenting Shareholder as at and from the Effective Date.

The Company is required, not later than seven days after the later of the Closing Date and the date on which a Demand for Payment is received from a Dissenting Shareholder, to send to each Dissenting Shareholder who has sent a Demand for Payment an offer to pay for its Dissenting Shares in an amount considered by the Board to be the fair value of the Shares, accompanied by a statement showing the manner in which the fair value was determined unless there are reasonable grounds for believing that the Company is, or after the payment would be, unable to pay its liabilities as they become due or the realizable value of the Company’s assets would thereby be less than the aggregate of its liabilities. Every offer to pay must be on the same terms. The Company must pay for the Dissenting Shares of a Dissenting Shareholder within ten days after an offer to pay has been accepted by a Dissenting Shareholder, but any such offer lapses if the Company does not receive an acceptance within 30 days after the offer to pay has been made.

If the Company fails to make an offer to pay for a Dissenting Shareholder’s Shares, or if a Dissenting Shareholder fails to accept an offer to pay that has been made, the Company may, within 50 days after the closing date or within such further period as a court may allow, apply to a court to fix a fair value for the Shares of a Dissenting Shareholder. If the Company fails to apply to a court, a Dissenting Shareholder may apply to a court for the same purpose within a further period of 20 days or within such further period as a court may allow. A Dissenting Shareholder is not required to give security for costs in such an application. Any such application by the Company or a Dissenting Shareholder must be made to a court in Québec or a court having jurisdiction in the province where the Dissenting Shareholder resides if the Company carries on business in that province.

Upon an application to a court, all Dissenting Shareholders who have not accepted an offer to pay will be joined as parties and be bound by the decision of the court. Upon any such application to a court, the court may determine whether any Person is a Dissenting Shareholder who should be joined as a party, and the court will then fix a fair value for the Dissenting Shares of all Dissenting Shareholders. The final order of a court will be rendered against the Company in favour of each Dissenting Shareholder for the amount of the fair value of its Dissenting Shares as fixed by the court. Registered Shareholders who are considering exercising dissent rights should be aware that there can be no assurance that the fair value of their Shares as determined under the applicable provisions of the CBCA (as modified by the Plan of Arrangement and the Interim Order) will be more than or equal to the Consideration. In addition, any judicial determination of fair value will result in delay of receipt by a Dissenting Shareholder of Consideration for such Dissenting Shareholder’s Dissenting Shares.

The Arrangement Agreement provides that it is a condition to the completion of the Arrangement in favour of the Purchaser that the number of Shares held by Shareholders that have validly exercised Dissent Rights shall not exceed 10% of the Shares issued and outstanding as of the date of the Arrangement Agreement. See “The Arrangement Agreement – Conditions to the Arrangement Becoming Effective”.

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The foregoing is only a summary of the Dissenting Shareholder provisions of the CBCA (as modified by the plan of Arrangement and the Interim Order or any other Interim Order of the court), which are technical and complex. A complete copy of section 190 of the CBCA is attached as Schedule H hereto. It is recommended that any Registered Shareholder wishing to avail itself of its dissent rights under those provisions seek legal advice, as failure to comply strictly with the provisions of the CBCA (as modified by the Plan of Arrangement and the Interim Order) may prejudice its dissent rights.

For a general summary of certain income tax implications to a Dissenting Shareholder, see “Certain Canadian Federal Income Tax Considerations”, and “Certain U.S. Federal Income Tax Considerations”.

INFORMATION CONCERNING THE COMPANY

General

The Company is incorporated under, and governed by, the laws of Canada. The Company is a leading manufacturer of tapes, films and protective packaging operating in 34 locations, including 22 manufacturing facilities in North America, five in Asia and two in Europe. The Company employs approximately 4,100 people and has corporate offices in Montreal, Québec and Sarasota, Florida.

Description of Share Capital

As of March 25, 2022, there were 59,284,947 Shares issued and outstanding. Each Share entitles the holder thereof to one vote. The Company has fixed the close of business on March 25, 2022 as the Record Date for the purpose of determining Shareholders entitled to receive notice of the Meeting. Pursuant to the CBCA, the Company is required to prepare, no later than ten days after the Record Date, an alphabetical list of Shareholders entitled to vote as of the Record Date that shows the number of Shares held by each Shareholder. A Shareholder whose name appears on the list referred to above is entitled to vote the Shares shown opposite the Shareholder’s name at the Meeting. The list of Shareholders is available for inspection during usual business hours at the registered office of the Company, 800 Place Victoria, Suite 3500, Montreal, Québec H4Z 1E9 and at the Meeting.

In accordance with the Arrangement Agreement, the Company will continue to declare and pay regular quarterly dividends in an amount per Share no greater than the quarterly dividend declared and paid by the Company during the fiscal quarter ended December 31, 2021, with the timing of the declaration, record and payment dates in any given quarter consistent with such timings for the comparable quarter in the prior fiscal year. However, if a record date or payment date with respect to such a regular quarterly dividend declared prior to Closing of the Arrangement would occur after Closing of the Arrangement, such record date or payment date may be accelerated so that it occurs prior to the Closing.

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Ownership of Securities

The names of the directors, executive officers and other insiders of the Company, the positions held by them with the Company and the number and percentage of outstanding Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, by each of them and, where known after reasonable enquiry, by their respective associates or affiliates, are set out in the following table. The table also sets out the number of Options, DSUs and RSUs, PSUs held by each of them, prior to the Arrangement, as at the Record Date, unless indicated otherwise:

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Situation following Completion of Arrangement

The table below sets out, to the knowledge of the directors and executive officers of the Company, the consideration to be received in connection with the Arrangement by each of the directors, executive officers and other insiders of the Company:

Commitments to Acquire Securities of the Company

None of the Company and its directors and executive officers or, to the knowledge of the directors and executive officers of the Company any of their respective associates or affiliates, any other insiders of the Company or their respective associates or affiliates or any person acting jointly or in concert with the Company has made any agreement, commitment or understanding to acquire securities of the Company.

Previous Purchases and Sales

Other than the Shares issued pursuant to the exercise of Options, no Shares or other securities of the Company have been purchased or sold by the Company during the 12-month period preceding the date of this Circular.

Previous Distributions

No Shares were distributed by prospectus during the five-year period preceding the date of this Circular.

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The closing price per Share on March 7, 2022, the last full trading day on the TSX before the public announcement of the Arrangement was C$22.28.

Principal Shareholders

As of March 25, 2022, to the knowledge of the directors and executive officers of the Company, no Person beneficially owns, or exercised control or direction over, directly or indirectly, more than 10% of the issued and outstanding Shares.

INFORMATION CONCERNING THE PURCHASER PARTIES

The Purchaser

The Purchaser is incorporated under the laws of British Columbia and was formed solely for the purpose of consummating the Arrangement. The Purchaser is an affiliate of Clearlake. Clearlake is an investment firm, operating integrated businesses across private equity, credit, and other related strategies. With a sector-focused approach, the firm seeks to partner with management teams by providing patient, long-term capital to dynamic businesses that can benefit from Clearlake’s operational improvement approach, O.P.S.^® The firm’s core target sectors are industrials, consumer, and technology. Clearlake currently has over $60 billion of assets under management, and its senior investment principals have led or co-led over 300 investments. The firm has offices in Santa Monica and Dallas.

The Guarantors

The Guarantors are funds affiliated with Clearlake and have entered into an equity commitment letter with the Purchaser pursuant to which the Guarantors have committed to provide the Purchaser with up to $1.0 billion, in the aggregate, to consummate the Arrangement, subject to and in accordance with the terms of the Arrangement Agreement. The Guarantors have also provided a limited guarantee to the Company pursuant to which each Guarantor has guaranteed certain obligations of the Purchaser under the Arrangement Agreement, including payment of the Purchaser Termination Fee, up to an aggregate maximum amount of $147 million, subject to and in accordance with the terms of the Arrangement Agreement.

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CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Fasken Martineau DuMoulin LLP, legal counsel to IPG, the following summary describes the principal Canadian federal income tax considerations in respect of the Arrangement generally applicable to a Shareholder who, for purposes of the Tax Act, and at all relevant times, deals at arm’s length with each of the Company and the Purchaser, is not affiliated with the Company or the Purchaser, holds its Shares as capital property, and disposes of such Shares under the Arrangement (a “Holder”). Shares will generally be considered to be capital property to a Holder unless the Holder holds such Shares in the course of carrying on a business or the Holder acquired such Shares in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary is based upon the current provisions of the Tax Act and counsel’s understanding of existing case law and the published administrative policies, practices and assessing practices of the Canada Revenue Agency (“CRA”) published in writing prior to the date hereof. This summary also takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that all Tax Proposals will be enacted in the form proposed. However, there can be no assurance that the Tax Proposals will be enacted in their current form, or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Tax Proposals, does not take into account or anticipate any changes in law or administrative policies, practices or assessing practices of the CRA, whether by legislative, regulatory, administrative or judicial decision or action, nor does it take into account or consider other federal or any provincial, territorial or foreign tax considerations, which may differ significantly from the Canadian federal income tax considerations described herein.

This summary is not applicable to a Holder (a) that is a “financial institution” (as defined in the Tax Act) for purposes of certain rules applicable to “market-to-market property” contained in the Tax Act, (b) that is a “specified financial institution” (as defined in the Tax Act), (c) an interest in which is a “tax shelter investment” (as defined in the Tax Act), (d) that made a “functional currency” election under section 261 of the Tax Act, (e) that is exempt from Tax under Part I of the Tax Act, (f) that acquired Shares pursuant to an Option, PSU, RSU, DSU or other equity-based employment compensation plan, or (g) that has or will enter into a “derivative forward agreement” or “synthetic disposition arrangement” (each as defined in the Tax Act) in respect of the Shares. Such Holders should consult their own tax advisors.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. This summary is not exhaustive of all Canadian federal income tax considerations. Consequently, Shareholders are urged to consult their own tax advisors for advice regarding the income tax consequences to them of disposing of their Shares under the Arrangement, having regard to their own particular circumstances, and any other consequences to them of such transactions under Canadian federal, provincial, local and foreign tax laws. No advance income tax ruling has been obtained from the CRA to confirm the tax consequences of the Arrangement to Shareholders.

Holders Resident in Canada

The following portion of the summary is generally applicable to a Holder who, for purposes of the Tax Act and any applicable income tax treaty or convention, and at all relevant times, is resident or deemed to be resident in Canada (a “Resident Holder”). Certain Canadian resident Holders whose Shares might not otherwise be considered capital property may, in certain circumstances, make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have the Shares and all other “Canadian securities” as defined in the Tax Act owned by such Holder in the taxation year in which the election is made, and in all subsequent taxation years, deemed to be capital property. Holders should consult with their own tax advisors if they contemplate making such an election.

Disposition of Shares under the Arrangement

Under the Arrangement, Resident Holders (other than Dissenting Resident Holders) will transfer their Shares to the Purchaser in consideration for a cash payment of C$40.50 per Share, and will realize a capital gain (or a capital loss) equal to the amount by which the aggregate cash payment exceeds (or is less than) the aggregate of the adjusted cost base to the Resident Holder of such Shares and any reasonable costs of disposition. The taxation of capital gains and capital losses is discussed below under “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Capital Gains and Capital Losses”.

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Dissenting Resident Holders of Shares

A Resident Holder who is a Shareholder and who validly exercises Dissent Rights under the Arrangement (a “Dissenting Resident Holder”) will be deemed to have transferred its Shares to the Purchaser and will be entitled to receive a payment from the Purchaser of an amount equal to the fair value of the Dissenting Resident Holder’s Shares.

In general, a Dissenting Resident Holder will realize a capital gain (or capital loss) to the extent that such payment (other than any portion thereof that is interest) exceeds (or is less than) the aggregate of the adjusted cost base of the Shares to the Dissenting Resident Holder and any reasonable costs of the disposition. See “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Capital Gains and Capital Losses”. A Dissenting Resident Holder will be required to include in computing its income for the purposes of the Tax Act any interest paid or deemed to be paid to a Dissenting Resident Holder in respect of the Dissenting Resident Holder’s Shares, including interest awarded by a court in connection with the Arrangement.

Capital Gains and Capital Losses

Generally, a Resident Holder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized by the Resident Holder in such taxation year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized by the Resident Holder in the year. Allowable capital losses in excess of taxable capital gains may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years to the extent and in the circumstances described in the Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of a Share may be reduced by the amount of any dividends received (or deemed to be received) by it on such Share (and, in certain circumstances, a share exchanged for such share) to the extent and under the circumstances described in the Tax Act. Similar rules may apply where a corporation is a member of a partnership or beneficiary of a trust that owns such Share or where a trust or partnership of which a corporation is beneficiary or a member is a member of a partnership or a beneficiary of a trust that owns such share. Resident Holders to whom these rules may apply are urged to consult their own tax advisor.

Capital gains realized by individuals and certain trusts may give rise to a liability for alternative minimum tax under the Tax Act. Resident Holders are urged to consult their own tax advisor with respect to the potential application of alternative minimum tax.

Additional Refundable Tax

A Resident Holder, including a Dissenting Resident Holder, that is throughout the year a “Canadian-controlled private corporation” as defined in the Tax Act may be liable to pay a refundable tax of 10^2/3% on its “aggregate investment income” (as defined in the Tax Act), including taxable capital gains and interest.

Holders Not Resident in Canada

The following portion of the summary is generally applicable to a Holder who, for the purposes of the Tax Act and any applicable income tax treaty or convention, and at all relevant times, is not and has not been a resident or deemed to be a resident of Canada and does not use or hold, and is not deemed to use or hold, Shares in connection with carrying on a business in Canada (a “Non-Resident Holder”). Special rules, which are not discussed in this summary, apply to a non-resident that is an insurer carrying on business in Canada and elsewhere or that is an “authorized foreign bank” (as defined in the Tax Act).

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Disposition of Shares under the Arrangement

A Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain, or entitled to deduct any capital loss, realized on the disposition of Shares to the Purchaser under the Arrangement unless such Shares constitute or are deemed to constitute “taxable Canadian property” (as defined in the Tax Act) to the Non-Resident Holder at the time of the disposition and do not constitute “treaty-protected property” for purposes of the Tax Act. See the discussion below under the heading “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Taxable Canadian Property”.

Taxable Canadian Property

Generally, the Shares (which are listed on a designated stock exchange within the meaning of the Tax Act) will not be taxable Canadian property to a Non-Resident Holder at the time of disposition provided that at no time during the 60-month period immediately preceding that time was it the case that both (a) the Non-Resident Holder, Persons with whom the Non-Resident Holder did not deal at arm’s length, partnerships in which the Non-Resident Holder or Persons with whom the Non-Resident Holder did not deal at arm’s length held a membership interest directly or indirectly through one or more partnerships, or the Non-Resident Holder together with all such Persons or partnerships, owned 25% or more of the issued shares of any class of the Company, and (b) more than 50% of the fair market value of the Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource properties”, or “timber resource properties” (both as defined in the Tax Act), and options in respect of, interests or rights in any such properties. Notwithstanding the foregoing, Shares may be deemed to be taxable Canadian property in certain circumstances specified in the Tax Act.

Even if the Shares are taxable Canadian property to a Non-Resident Holder, a taxable capital gain resulting from the disposition of Shares will not be included in computing the Non-Resident Holder’s income for the purposes of the Tax Act if the Shares constitute “treaty-protected property” (as defined in the Tax Act). Shares owned by a Non-Resident Holder will generally be treaty-protected property if the gain from the disposition of such Shares would, because of an applicable income tax treaty or convention, be exempt from tax under the Tax Act. In the event that Shares constitute taxable Canadian property but not treaty-protected property to a particular Non-Resident Holder, the tax consequences are as described above under “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Disposition of Shares under the Arrangement” and “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Capital Gains and Capital Losses”.

Dissenting Non-Resident Holders

A Non-Resident Holder who validly exercises Dissent Right under the Arrangement (a “Dissenting Non-Resident Holder”) will be deemed to have transferred such Dissenting Non-Resident Holder’s Shares to the Purchaser and will be entitled to receive a payment from the Purchaser of an amount equal to the fair value of the Dissenting Non-Resident Holder’s Shares. A Dissenting Non-Resident Holder will be considered to have disposed of the Dissenting Non-Resident Holder’s Shares for proceeds of disposition equal to the payment received in respect of such shares less an amount in respect of interest, if any, awarded by a court.

Dissenting Non-Resident Holders will generally be subject to the same treatment described above under the headings “Certain Canadian Federal Income Tax Considerations—Holders Not Resident in Canada—Disposition of Shares under the Arrangement”.

Any interest paid or deemed to be paid to a Dissenting Non-Resident Holder or awarded by a court in respect of the disposition of the Dissenting Non-Resident Holder’s Shares, will not be subject to Canadian withholding tax unless such interest constitutes “participating debt interest” for purposes of the Tax Act. Non-Resident Holders who intend to dissent from the Arrangement are urged to consult their own tax advisors.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of certain U.S. federal income tax consequences of the Arrangement to U.S. holders (as defined below) of Shares whose Shares are converted into the right to receive cash in the Arrangement. This discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to our Shareholders or to any particular

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holder of Shares in light of such holder’s particular facts and circumstances. For purposes of this discussion, we use the term “U.S. holder” to mean a beneficial owner of Shares that holds such Shares as a capital asset (generally, property held for investment) and that is, for U.S. federal income tax purposes:

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Shares, the tax treatment of a partner in such partnership (or other entity or arrangement treated as a partnership) for U.S. federal income tax purposes will generally depend on the status of the partner and the activities of the partnership. A partner of a partnership holding Shares is urged to consult his, her or its own tax advisor.

This discussion is based on provisions of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions and published rulings and administrative decisions of the Internal Revenue Service (the “IRS”), each as of the date hereof and each of which is subject to change or differing interpretation, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion applies only to beneficial owners of Shares who are U.S. holders and hold Shares as capital assets within the meaning of the Code, and it does not apply to Shares received in connection with the exercise of Options, DSUs, RSUs, PSUs or otherwise as compensation, Shareholders who hold an equity interest, directly, indirectly or constructively, in Purchaser or an affiliate of Purchaser after the Arrangement, Shareholders who hold, directly, indirectly or constructively, 10% or more of the total combined voting power or of the total value of the stock of the Company, or certain types of beneficial owners who may be subject to special rules (such as insurance companies, banks, tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, partnerships, S corporations or other pass-through entities (or investors therein), mutual funds, traders in securities who elect the mark-to-market method of accounting, Shareholders subject to the alternative minimum tax, U.S. expatriates or Shareholders who are former U.S. citizens or long-term U.S. residents, Shareholders that have a functional currency other than the U.S. dollar, holders other than U.S. holders (except as expressly noted below in respect of backup withholding), Shareholders required to report income no later than when such income is reported on an “applicable financial statement,” or Shareholders who hold Shares as part of a hedge, straddle or a constructive sale or conversion transaction or other risk reduction or integrated transaction).

This discussion does not address the receipt of cash in connection with the cancellation of Options, DSUs, RSUs, PSUs or any matters relating to equity compensation or benefit plans. This discussion also does not address any aspect of state, local, non-U.S. or other tax laws, or the Medicare surtax on net investment income.

Disposition of Shares Pursuant to the Arrangement

Subject to the discussions below under the heading “Certain U.S. Federal Tax Considerations – Passive Foreign Investment Company Considerations,” the exchange of Shares for cash in the Arrangement will be a taxable transaction to U.S. holders, including any U.S. holder that properly exercises dissent rights, for U.S. federal income tax purposes. In general, a U.S. holder whose Shares are converted into the right to receive cash in the Arrangement (or in connection with the exercise of dissent rights) will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the U.S. dollar value of any Canadian dollars received (see “Receipt of Canadian Currency” below) with respect to such shares in the

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Arrangement (or in connection with the exercise of dissent rights) and the U.S. holder’s adjusted tax basis in such shares (as determined in U.S. dollars) (other than, with respect to the exercise of dissent rights, amounts, if any, that are or are deemed to be interest for U.S. federal income tax purposes, which amounts will be taxed as ordinary income). Gain or loss will be determined separately for each block of shares (i.e., shares acquired at the same time and cost in a single transaction). Such gain or loss will be long-term capital gain or loss provided that a U.S. holder’s holding period for such shares is more than one year at the time of the consummation of the Arrangement. Long-term capital gains of noncorporate U.S. holders, including individuals, generally are eligible for preferential rates of taxation. There are significant limitations on the deductibility of capital losses.

Receipt of Canadian Currency

The U.S. dollar value of Canadian dollars received pursuant to the Arrangement (or in connection with the exercise of dissent rights) generally will be determined based on the exchange rate applicable on the date such Canadian dollar payment is received or includible in income, as applicable (regardless of whether such Canadian dollars are converted into U.S. dollars at that time). A U.S. Holder that receives Canadian dollars at an exchange rate other than the rate used to determine the U.S. dollar value of the amount includible in income or that converts such Canadian dollars into U.S. dollars at an exchange rate other than the rate used to determine the U.S. dollar value of the Canadian dollars received may recognize a foreign currency exchange gain or loss, which generally would be U.S. source ordinary income or loss. U.S. Holders are urged to consult their own tax advisors regarding the U.S. federal income tax consequences of receiving, owning and disposing of Canadian dollars.

Passive Foreign Investment Company Considerations

A non-U.S. corporation will be classified as a “passive foreign investment company” (a “PFIC”) for any taxable year, if after the application of certain “look-through” rules, (a) at least 75% of its gross income is “passive income” as that term is defined in the relevant provisions of the Code (e.g., dividends, interest, royalties, or gains on the disposition of certain minority interests) or (b) at least 50% of the average value of its assets consists of assets that produce, or are held for the production of, “passive income.” The Company does not believe it is or ever has been a PFIC. If the Company were classified as a PFIC for any taxable year during which a U.S. holder held Shares, such classification could result in adverse tax consequences to such U.S. holder, and U.S. federal income tax consequences of the receipt of cash by such U.S. holder in exchange for Shares different than those described above might apply. These consequences could include having gains realized on the receipt of cash in exchange for Shares treated as ordinary income rather than capital gain and being subject to punitive interest charges on such gains. U.S. holders are urged to consult their own tax advisors regarding the potential application of the PFIC rules to their disposition of Shares in connection with the Arrangement, including any potential adverse tax consequences to them under the PFIC rules described in this paragraph.

Backup Withholding and Information Reporting

Backup withholding of tax (currently at a rate of 24%) may apply to cash payments received by a non-corporate U.S. holder in the Arrangement, unless the U.S. holder or other payee provides a taxpayer identification number (social security number, in the case of individuals, or employer identification number, in the case of other U.S. holders), certifies, under penalties of perjury, that such number is correct, and otherwise complies with the backup withholding rules. U.S. holders should complete, date and sign the IRS Form W-9 included as part of the Letter of Transmittal and return it to the depositary and paying agent, in order to provide the information and certification necessary to avoid backup withholding, unless an exemption applies and is established in a manner satisfactory to the paying agent. Certain non-U.S. holders receiving payments at an address in the United States may be required to provide a valid Form W-8BEN, W-8BEN-E or other applicable Form W-8 to avoid backup withholding. Failure to provide a correct, completed and signed IRS Form W-9 or an appropriate IRS Form W-8, as applicable, may subject a holder of Shares to U.S. federal income tax withholding on any payments made to such holder pursuant to the Arrangement. All holders are urged to consult their own tax advisors to determine whether they are exempt from these backup withholding requirements and to determine which form should be used to avoid backup withholding.

Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules are generally allowable as a refund or a credit against a U.S. holder’s U.S. federal income tax liability provided that the required information is timely furnished to the IRS.

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Payments received in the Arrangement will also be subject to information reporting unless an exemption applies.

The discussion of U.S. federal income tax considerations set forth above is for general information only, is not legal or tax advice and is not intended to constitute a complete description of all tax consequences relating to the Arrangement. Each Shareholder is urged to consult his, her or its own tax advisor regarding the applicability of the rules discussed above to the Shareholder and the particular tax effects to the Shareholder of the Arrangement in light of such Shareholder’s particular circumstances, the application of state, local, non-U.S., and other tax laws, and, if applicable, the tax consequences of the receipt of cash in connection with the cancellation of Options, DSUs, RSUs PSUs or other equity-based employment compensation plans.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Receiving the Financial Statements

The audited consolidated financial statements of the Company as of and for the year ended December 31, 2021 and the Auditor’s Report thereon will be placed before the Meeting. These audited consolidated financial statements may be obtained from the Company upon request and will be available at the Meeting. The audited consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2021 are available on the Company’s website at www.itape.com under “Investor Relations”. They have also been filed with the Canadian securities regulatory authorities as well as the SEC and are available under the Company’s profile on SEDAR at www.sedar.com (Canada) and at www.sec.gov (United States).

Election of Directors

The Company’s Articles of Amalgamation provide that the Company shall have a minimum of three and a maximum of eleven directors. Ten directors have been nominated for election to the Board of Directors for the year to come. Each director elected at the Meeting will hold office until the next annual meeting of Shareholders or until the election of his or her successor, unless the director’s seat on the Board of Directors becomes vacant for any reason.

Unless authority to do so is withheld, the persons named in the accompanying form of proxy intend to vote FOR the election of the ten nominees whose names appear on pages 73 to 82 hereof. Management does not expect that any of the nominees will be unable to serve as a director.

Appointment of Auditor

Management and the Board of Directors propose that Raymond Chabot Grant Thornton LLP be appointed as the Company’s auditor until the close of the next annual meeting of Shareholders. Raymond Chabot Grant Thornton LLP has been the Company’s auditor for more than five years.

The Audit Committee has a policy that restricts the services that may be provided by, and the fees paid to, the auditor. All services provided by the auditor must be permitted by law and by the Audit Committee policy and be pre-approved by the Audit Committee in accordance with the policy.

Fees paid to the auditor for the past two fiscal years ended December 31, 2021 and 2020 are set out below:

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The nature of each category of fees is described below.

Audit Fees. Audit fees were for professional services rendered for the integrated audit of the Company’s consolidated financial statements and internal control over financial reporting, assisting its Audit Committee in discharging its responsibilities for the review of the Company’s interim unaudited consolidated financial statements and services that generally only the independent auditor can reasonably provide, such as consent letters and assistance and review of documents filed with the SEC and Canadian securities regulatory authorities.

Audit-Related Fees. Audit-related fees were for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated interim unaudited financial statements and are not reported under the caption “Audit Fees” above. These services included consultations concerning financial accounting and reporting standards, as well as services related to business acquisitions and the issuance of senior unsecured notes in 2021.

Tax Fees. Tax fees were for the preparation of the Canadian subsidiaries’ income tax returns and assistance with questions in 2021 and 2020.

All Other Fees. The Company paid no other fees for services provided other than audit fees, audit-related fees and tax fees in 2020 and 2021 as described above.

The Audit Committee charter provides for the required pre-approvals of services to be rendered by the external auditors. The pre-approval process takes place annually and is presented by the Company’s internal accountants and the external auditors for planned activity including audit, tax and non-audit services and includes reasonable detail with respect to the services covered. The pre-approval of all non-audit services allows the Audit Committee to consider the effect of such services on the independence of the external auditor. Any such services that may arise in addition to the pre-approved plan must be presented separately to the Audit Committee for pre-approval. The charter states that this responsibility cannot be delegated to management of the Company in any way whatsoever. All fees presented in the table above were pre-approved in compliance with the Audit Committee policy.

Except where authorization to vote with respect to the appointment of the auditor is withheld, the persons named in the accompanying form of proxy intend to vote FOR the appointment of Raymond Chabot Grant Thornton LLP as the auditor of the Company until the next annual meeting of Shareholders, at remuneration to be determined by the Board of Directors.

Advisory “Say on Pay” Vote on Executive Compensation

At the Meeting, Shareholders will be asked to consider and, if deemed advisable adopt an advisory, non-binding or “Say on Pay” resolution in the form annexed as Schedule F to the Circular, accepting the Company’s approach to executive compensation as disclosed in this Circular. See section entitled “Advisory Vote on Executive Compensation” below for information regarding the advisory, non-binding vote. The Board of Directors recommends that Shareholders vote in favour of the resolution accepting, in an advisory, non-binding capacity, the Company’s approach to executive compensation disclosed in this Circular. Unless authority to do so is withheld, the persons named in the accompanying form of proxy intend to vote FOR the foregoing advisory, non-binding resolution.

Continuation of the Company’s Shareholder Rights Plan Agreement

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, pass a resolution in the form annexed as Schedule G to the Circular to approve the continuation of the Shareholder Rights Plan agreement between the Company and TSX Trust Company, as rights agent (the “Rights Plan”). See below for information regarding the continuation of the Rights Plan. The Board of Directors recommends that Shareholders vote in favour of the resolution approving the continuation of the Rights Plan. Unless authority to do so is withheld, the persons named in the accompanying form of proxy intend to vote FOR the foregoing resolution.

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Other Matters

Management has no present knowledge of any amendments or variations to matters identified in the Notice of Meeting or any business that will be presented at the Meeting other than that referred to in the Notice of Meeting. However, if any other matters not known to management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named therein and, in such case it is their intention to vote in accordance with the recommendations of management of the Company.

ADVISORY VOTE ON EXECUTIVE COMPENSATION

At the Meeting, as part of the Company’s commitment to strong corporate governance practices, Shareholders will have an opportunity to cast an advisory “Say on Pay” vote on the Board of Directors’ approach to executive compensation. The Company held a “Say on Pay” vote at the 2020 and 2021 annual meetings and intends to continue to hold an advisory “Say on Pay” vote at each annual meeting as part of its process of Shareholder engagement. The Shareholder engagement process is described in more detail in the section entitled “Shareholder Engagement” starting on page 145 of this Circular. At the 2021 annual meeting, Shareholders adopted a resolution accepting, in an advisory, non-binding capacity, the Company’s approach to executive compensation as disclosed in the Company’s 2021 management information circular, with 38,697,645 Shares voted in favour of the “Say on Pay” resolution (96.5%) and 1,418,645 Shares voted against (3.5%).

The purpose of an advisory “Say on Pay” vote is to provide Shareholders with an opportunity to indicate their acceptance of the Board of Directors’ overall approach to executive compensation. The Board of Directors, through its Human Resources and Compensation Committee, remains fully responsible for compensation decisions and is not relieved of these responsibilities by either a positive or negative advisory vote by Shareholders. The vote by Shareholders is advisory only and non-binding on the Board of Directors and the Company. However, the Board of Directors and the Human Resources and Compensation Committee will consider the outcome of the vote as part of an ongoing review of the executive compensation program of the Company together with feedback received from Shareholders in the course of regular communications.

The Board of Directors diligently reviews the Company’s executive compensation plans and consults third-party experts to design the terms of these plans relative to the current marketplace. To fully understand the objectives, philosophy and principles the Board of Directors has used in its approach to executive compensation decisions, Shareholders should carefully read the section of the Circular entitled “Executive Compensation” starting on page 93 of this Circular.

That section describes the Company’s compensation philosophy, the objectives and elements of the program, the measurement and assessment process used by the Company and why a large portion of the Company’s executive compensation is linked to business performance and earned over the longer term, thereby aligning the interests of the Company’s executives with those of its Shareholders.

The Company experienced a tremendous level of growth despite continued challenges presented by global supply chain disruptions, labor shortages and rising price environments. The Company ended the year with revenue of more than $1.5 billion and strong adjusted EBITDA and free cash flows while funding higher working capital requirements and investing nearly double the amount in 2020 into its asset base. The Board of Directors and Human Resources and Compensation Committee took management and Company performance into consideration while making compensation decisions and has aligned the Company’s compensation outcomes directly with the experience of Shareholders and key company accomplishments, as further discussed in the “Executive Compensation” section later in this Circular.

Shareholders are encouraged, prior to casting their votes at the Meeting, to provide any specific feedback, questions or concerns they may have regarding executive compensation directly to the Board of Directors by writing to the attention of the Chair of the Board at the following address: 800 Place Victoria, Suite 3500, Montreal, Québec H4Z 1E9, c/o Fasken Martineau Dumoulin LLP.

The Board of Directors recommends that Shareholders vote FOR the advisory, non-binding resolution accepting the Company’s approach to executive compensation. Unless otherwise specified, the persons named in the accompanying form of proxy or VIF intend to vote FOR the advisory, non-binding resolution accepting the Company’s approach to executive compensation. The text of the resolution accepting the Company’s approach to executive compensation is annexed as Schedule F to this Circular.

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APPROVAL OF THE RIGHTS PLAN CONTINUATION

The Company originally adopted the Rights Plan on December 14, 2015 and its continued existence was ratified by the Shareholders on June 6, 2019. No amendments to the Rights Plan are being proposed this year. However, in order to remain effective, the terms of the Rights Plan require that its continued existence be ratified at the Meeting by the “independent Shareholders” (as such term is defined in the Rights Plan), and at every third annual meeting of shareholders of the Company thereafter. Accordingly, at the Meeting, Shareholders will be asked to consider and, if deemed advisable, to adopt an ordinary resolution reconfirming and renewing the Rights Plan for another three-year period.

The Rights Plan was adopted to (i) provide Shareholders and the Board of Directors with adequate time to consider and evaluate any take-over bid made for the outstanding Shares, (ii) provide the Board of Directors with adequate time to identify, develop and negotiate value-enhancing alternatives to any such take-over bid, (iii) encourage the fair treatment of Shareholders in connection with any take-over bid made for the outstanding Shares, and (iv) generally prevent any person from acquiring beneficial ownership of or the right to vote more than 20% of the outstanding Shares (or where such person already owns more than 20% of the Shares, from acquiring ownership of or the right to vote any additional Shares) while this process is ongoing or entering into arrangements or relationships that have a similar effect.

If the Rights Plan resolution is passed by the Shareholders at the Meeting, the existing Rights Plan will remain in effect without amendment. If the Rights Plan resolution is not passed by the Shareholders at the Meeting, the Rights Plan will be cancelled and any rights issued thereunder will be redeemed or cancelled immediately following the termination of the Meeting.

In order to be adopted, the resolution approving the continuation of the Rights Plan (the “Shareholder Rights Plan Resolution”) requires a majority of the votes cast by Shareholders voting in person or by proxy at the Meeting. The Shareholder Rights Plan Resolution is annexed as Schedule G to the Circular. Unless authority to do so is withheld, the persons named in the accompanying form of proxy intend to vote FOR the Shareholder Rights Plan Resolution.

Subject to ratification by Shareholders at the Meeting, and provided a Flip-In Event (as defined below) has not occurred prior to such time, the Rights Plan will be in effect until the end of the annual meeting of the Shareholders to be held in 2025, unless Shareholders adopt a resolution for the continuance of the Rights Plan prior to or at such meeting. If the Shareholders approve such resolution, the Rights Plan, in order to be continued, will require Shareholders approval of continuance of the Rights Plan at every third annual meeting of Shareholders of the Company.

The following description of the Rights Plan is qualified in its entirety by the terms of the Rights Plan Agreement entered into between the Company and CST Trust Company, now TSX Trust Company.

Objective of the Rights Plan

The objective of the Rights Plan is to provide the Board of Directors with the ability, in the event of an unsolicited take-over bid, to develop and propose alternatives to the bid and negotiate with the offeror, as well as to ensure, to the extent possible, that all of the Company’s Shareholders will be treated equally and fairly in connection with any take-over bid for the Company, and lessen the pressure on Shareholders to tender to a bid.

The Rights Plan is designed to prevent the use of coercive and/or abusive take-over techniques and to encourage any potential acquirer to negotiate directly with the Board of Directors for the benefit of all of the Company’s Shareholders. In addition, the Rights Plan is intended to provide increased assurance that a potential acquirer would pay an appropriate control premium in connection with any acquisition of the Company.

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The Rights Plan utilizes the mechanism of a “Permitted Bid” (as defined therein) to attempt to ensure that a Person seeking to acquire beneficial ownership of 20% or more of the Shares gives Shareholders and the Board of Directors sufficient time to evaluate the transaction, negotiate with the proposed acquirer, encourage competing bids to emerge, and ensure that all alternatives to the transaction designed to maximize Shareholder value have been considered.

The Rights Plan will provide the Board of Directors with time to review any unsolicited take-over bid that may be made and to take action to identify, develop and negotiate value-enhancing alternatives, if appropriate, to any unsolicited take-over bid. The Rights Plan attempts to protect Shareholders by requiring all potential offerors to comply with the conditions specified in the Permitted Bid provisions, failing which such offerors are subject to the dilutive features of the Rights Plan. By creating the potential for substantial dilution of an offeror’s position, the Rights Plan encourages an offeror to proceed by way of a Permitted Bid or to approach the Board of Directors with a view to negotiation.

Operation of the Rights Plan

Pursuant to the Rights Plan, one “Right” (as defined in the Rights Plan) was issued in respect of each Share issued and outstanding on the date of signature of the Rights Plan Agreement entered into between the Company and CST Trust Company, now TSX Trust Company. In addition, one Right will be issued for each additional Share issued thereafter. Each Right initially entitles the registered holder thereof to purchase from the Company one Share at a price equal to (i) until the “Separation Time” (as defined in the Rights Plan), an amount equal to four times the “Market Price” (as defined in the Rights Plan), from time to time, per Share, and (ii) from and after the Separation Time, an amount equal to four times the Market Price, as at the Separation Time, per Share, subject to certain anti-dilution adjustments. The Rights are not exercisable until the Separation Time.

Trading and Exercise of Rights

Until the Separation Time, the Rights trade together with the Shares. After the Separation Time, the Rights are exercisable, and are transferable separately from the Shares.

Flip-In Event

The acquisition by a person or any of its affiliates or associates or any person acting jointly or in concert with any of them of beneficial ownership of 20% or more of the Shares, other than by way of a Permitted Bid or certain other exceptions, is referred to as a “Flip-In Event”. Any rights beneficially owned by an “Acquiring Person” upon the occurrence of a Flip-In Event will be void, as will any Rights beneficially owned by associates, affiliates or persons acting jointly or in concert with an Acquiring Person, and transferees thereof. After the occurrence of a Flip-In Event, each Right (other than those that are void) will permit the holder to purchase Shares from the Company with an aggregate Market Price on the date of consummation or occurrence of the Flip-In Event equal to twice the “Exercise Price” (as defined in the Rights Plan) for an amount in cash equal to the Exercise Price.

Permitted Bid Requirements

The requirements of a Permitted Bid include the following:

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The usual provisions regarding “permitted lock-up agreements” are included in the Rights Plan.

The Rights Plan allows a competing bid to be made while a Permitted Bid or a “Competing Permitted Bid” (as defined in the Rights Plan) (the “Prior Bid”) is in existence. A competing bid must satisfy all the requirements of a Permitted Bid, except that Shares may be taken up under a competing bid only on the later of (i) 35 days after the date of the competing bid or such longer period as may be prescribed as the minimum deposit period under applicable Canadian law, and (ii) the earliest date on which Shares may be taken up or paid under any Prior Bid in existence at the date of competing bid.

Waiver and Redemption

The Board of Directors may, prior to a Flip-In Event, waive the dilutive effects of the Rights Plan in respect of a particular Flip-In Event relating to a take-over bid to all holders of Shares provided that, if waived or deemed to have been waived in respect of any take-over bid made to all Shareholders, it shall thereafter be deemed to have been waived in respect of any other take-over bid made to all Shareholders prior to the expiry of the former take-over bid. At any time prior to the occurrence of a Flip-In Event, the Board of Directors may, with the prior consent of the holders of Rights, redeem all, but not less than all, of the then-outstanding Rights at a redemption price of $0.00001 each.

A copy of the Rights Plan is available under the Company’s profile on SEDAR at www.sedar.com, on the EDGAR website at www.sec.gov and can be obtained at no charge by contacting the Secretary of the Company at 9999 Cavendish Blvd., Suite 200, Ville St. Laurent, Québec H4M 2X5, telephone 514-731-7591.

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ELECTION OF DIRECTORS

Number of Directors

The Board of Directors currently consists of eleven directors. Robert Beil, a director of the Company since 2007, has advised the Company that he wishes to retire from the Board effective as of May 10, 2022. Accordingly, the Board of Directors has fixed the number of directors at ten upon Mr. Beil’s retirement. The persons named in the enclosed form of proxy intend to vote for the election of the ten nominees whose names are set out below. Each director will hold office until the next annual meeting of Shareholders or until the election of their successor, unless the director’s seat on the Board of Directors becomes vacant for any reason, provided, however, that if the Arrangement is completed, the directors would resign effective upon such completion.

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