NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR
MEETING TO BE HELD ON JUNE 11, 2026
APRIL 14, 2026
LETTER FROM THE CHAIRMAN
Dear fellow shareholders,
On behalf of your Board of Directors, I am pleased to invite you to join us for our 2026 annual meeting of shareholders, to be held in person on June 11, 2026, at 9:00 a.m. ET. I encourage you to carefully review the enclosed proxy materials as you exercise your right to vote and make your voice heard in the management of the Corporation.
In a challenging macro environment, Dollarama's unwavering focus on the execution of its growth strategy across all markets resulted in another year of profitable growth and shareholder value creation. Capital was deployed with discipline to support and diversify our long-term strategy. It was also returned to shareholders through continued share buybacks and a consistent quarterly dividend which was increased in early Fiscal 2027 for the 15th consecutive year since inception.
As stewards of the Corporation, one of our priorities is to provide oversight and strategic guidance to Management as it develops and strengthens multiple growth platforms across geographies. In that regard, Fiscal 2026 was a milestone year.
It all starts with Canada, the engine that fuels Dollarama's international ambitions. Our commitment to operational excellence helped drive momentum in our core market, with the continued expansion of our national store network and the ongoing development of a future logistics hub in Western Canada.
In Latin America, Dollarcity opened its first stores in Mexico, marking its entry in a fifth market of operation. During the year, certain members of the Board of Directors traveled to the country to observe operations firsthand and meet local management. The trip only reinforced our confidence in this market's potential, where Dollarama has an ownership interest of more than 80% of Dollarcity's Mexican business.
In Australia, the closing of the acquisition of The Reject Shop Limited (now Dollarama Australia) marked Dollarama's establishment of a second international growth platform. Both the Board of Directors and Management fully recognize the complexity of integrating and transforming an existing business, and we are confident in the multi-year plan in place. Longer term, Dollarama Australia holds meaningful growth potential supporting long-term value creation for shareholders.
Your Board of Directors strives to create a healthy balance between longer-serving directors, who bring invaluable experience and institutional knowledge, and newer directors who bring different expertise and fresh perspectives. To that effect, we are proposing the nomination of two new independent director candidates at the upcoming annual meeting. Their complementary profiles will add tremendous value to your Board of Directors.
Horacio (Haio) Barbeito, President and Chief Executive Officer of Old Navy, is a multi-disciplined leader with over 30 years of experience in big-box and specialty retail who brings together merchandising, supply chain and store operations knowledge through leadership roles in multiple geographies.
Court D. Carruthers, Vice Chair of TricorBraun, Inc., is a seasoned global executive and board leader with over 30 years of experience driving growth, transformation and operational excellence across industrial distribution, logistics, and e-commerce.
To make way for Board renewal, long-standing directors Gregory David and Nicholas Nomicos, as well as Thecla Sweeney, will not stand for re-election. On behalf of the Corporation, I would like to express my sincere appreciation for their years of service and their invaluable contributions through their respective tenures. Each has left an indelible mark on the Corporation, having contributed in their own way to the Corporation's success and our effectiveness as a board.
The proposed Board of Directors reflects a balance of shorter-, mid- and longer-tenured directors, with a strong and diverse mix of backgrounds, experience and skills.
In closing, I wish to thank you, our valued shareholders, for your continued trust and to reiterate the firm commitment of your Board of Directors to fulfilling our oversight responsibilities on your behalf. We look forward to seeing you in June.
Sincerely,
(signed) Stephen Gunn
Stephen Gunn
Chairman of the Board of Directors
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF THE MATERIALS
NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders (the "Meeting") of Dollarama Inc. ("Dollarama" or the "Corporation") will be held in person at Hotel Ruby Foo's, 7655 Décarie Boulevard, Montreal, Québec on June 11, 2026 at 9:00 a.m. (Montreal time) for the purposes of:
receiving the consolidated financial statements of the Corporation for the fiscal year ended February 1, 2026 ("Fiscal 2026"), together with the independent auditor's report thereon (see page 9 of the accompanying management proxy circular (the "Circular"));
electing the nine (9) directors named in the Circular for the ensuing year (see page 9 of the Circular);
appointing the auditor of the Corporation for the ensuing year and authorizing the directors to fix its remuneration (see page 10 of the Circular);
considering an advisory non-binding resolution on the Corporation's approach to executive
compensation, as more particularly described in the Circular (see page 11 of the Circular);
considering the shareholder proposals set forth in Schedule B of the Circular (see page 12 of the Circular); and
transacting such other business as may properly come before the Meeting or any adjournment thereof.
Additional information on matters to be put before the Meeting is set forth in the Circular.
Shareholders are entitled to receive notice and to vote at the Meeting if they were shareholders as at the close of business on the record date, being April 16, 2026.
Registered and non-registered shareholders entitled to vote at the Meeting may vote by proxy in advance of the Meeting. However, only registered shareholders and duly appointed proxyholders will be entitled to vote at the Meeting. Non-registered shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting but will not be able to vote or ask questions.
The Corporation is using the notice-and-access procedures permitted by Canadian securities laws for the delivery of the Circular, the management's discussion and analysis, the consolidated financial statements of the Corporation and the auditor's report for Fiscal 2026, and other related materials of the Meeting (the "Proxy Materials") to shareholders. The Corporation is also using the notice-and-access procedures in accordance with Section 13(2) of the Fighting Against Forced Labour and Child Labour in Supply Chains Act for the delivery of the annual report for Fiscal 2026 (collectively with the Proxy Materials, the "Materials") pursuant to Section 11 of such Act. Under the notice-and-access procedures, instead of receiving paper copies of the Materials, shareholders receive a copy of this notice of 2026 annual meeting of shareholders and notice of availability of the materials (the "Notice of Meeting") (which provides information on how to access copies of the Materials, how to request a paper copy of the Materials and details about the Meeting) and a form of proxy or voting instruction form, as applicable. Adopting the notice-and-access procedures facilitates access to the Materials and contributes to the protection of the environment by reducing the amount of paper sent to shareholders.
The Materials will be available online at https://materials.proxyvote.com/25675T, in French and in English, on the Corporation's website at www.dollarama.com and on SEDAR+ under the Corporation's profile at www.sedarplus.ca.If you would like to receive a paper copy of the Materials by mail, you must make a request. Requesting a paper copy is free of charge. You have received, with this Notice of Meeting, a voting instruction form or a form of proxy on which a 15-digit or 16-digit control number is indicated. Shareholders with a 15-digit control number may call Computershare toll free at 1-866-962-0498 (Canada and U.S.) or 1-514-982-8716 (international). Shareholders with a 16-digit control number may visit https://www.proxyvote.com or call Broadridge Investor Communications Corporation ("Broadridge") toll free at 1-877-907-7643 (Canada and U.S.) or 303-562-9305 for English and 303-562-9306 for French (international). In each case, shareholders will be asked to enter the control number indicated on the voting instruction form or the form of proxy they received.
To receive the Materials in advance of the voting deadline and the Meeting date, requests for paper copies must be received by no later than May 28, 2026. If a shareholder requests a paper copy of the Materials, please note that another form of proxy or voting instruction form will not be sent; please retain the one received with this Notice of Meeting for voting purposes.
To obtain a paper copy of the Materials after the Meeting date, registered shareholders may contact the Corporation at corporatesecretary@dollarama.com and non-registered shareholders may contact Broadridge at 303-562-9305 for English and 303-562-9306 for French.
Shareholders may submit their questions in writing before the Meeting through corporatesecretary@dollarama.com. A recording of the Meeting will be available on the Corporation's website at www.dollarama.com following the Meeting. The Corporation welcomes feedback on the Meeting and will welcome other opportunities to engage with its shareholders throughout the year, as will be described in the Circular.
If you have any questions regarding this Notice of Meeting, the notice-and-access procedures or the Meeting and you are a registered shareholder, please contact Computershare at 1-866-964-0492 (toll free in Canada and U.S.) between 8:30 a.m. and 8:00 p.m. Eastern Time or at 1-514-982-7555 (international) or online at https://www.computershare.com/noticeandaccess. If you are a non-registered shareholder, please contact Broadridge at 1-844-916-0609 for English and 1-844-973-0593 for French (Canada and U.S.) or 303-562-9305 for English and 303-562-9306 for French (international).
Dated at Montreal, Quebec, this 14th day of April 2026. By order of the Board of Directors,
(signed) Laurence L'Abbé
Laurence L'Abbé
Senior Vice-President, Legal Affairs and Corporate Secretary
TABLE OF CONTENTS
NOTICE-AND-ACCESS 2
IMPORTANT INFORMATION ABOUT THE MEETING 3
Attending the Meeting 3
Rules of Conduct of the Meeting 4
VOTING INFORMATION 5
Who Can Vote 5
Voting by Proxy in Advance of the Meeting 6
How Your Shares Will Be Voted 6
Participating and Voting at the Meeting 7
Changing Your Vote or Revoking your Proxy 8
Interest of Certain Persons in Matters to be Acted Upon 8
Voting Securities and Principal Holders of Voting Securities 8
BUSINESS OF THE MEETING 9
Financial Statements 9
Election of Directors 9
Appointment of Auditor 10
Advisory Vote on Executive Compensation 11
SHAREHOLDER PROPOSALS 12
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS 12
Description of Proposed Director Nominees 12
Director Compensation 22
Director Share Ownership Guidelines 25
Cease Trade Orders or Bankruptcies 25
Penalties or Sanctions 26
COMPENSATION DISCUSSION AND ANALYSIS 27Compensation Objectives 27
Annual Compensation Review Process 27
Compensation Consulting Services 28
Comparator Group 28
Performance Graph 29
Compensation Components 30
Additional Information on Long-Term Incentive Plans 36
Summary Compensation Table 42
Incentive Plan Awards 44
Termination and Change of Control Benefits 45
Pension Benefits 48
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 49 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 50 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 50 CORPORATE GOVERNANCE 51Board of Directors 51
Board of Directors Committees 56
Orientation and Continuing Education 59
Assessments 60
Nomination of Directors 60
Advance Notice of Director Nominations 61
Code of Conduct 61
Diversity 62
Indemnification and Insurance 64
ESG Matters 64
Shareholder Communication and Engagement 64
GENERAL 65 ADDITIONAL INFORMATION 65 SHAREHOLDER PROPOSALS 65 APPROVAL BY DIRECTORS 65 SCHEDULE A - MANDATE OF THE BOARD OF DIRECTORS ..................................................................................................... A-1 SCHEDULE B - SHAREHOLDER PROPOSALS............................................................................................................................. B-1MANAGEMENT PROXY CIRCULAR
This management proxy circular (the "Circular") is furnished by management of Dollarama Inc. ("Dollarama" or the "Corporation") in connection with the solicitation of proxies for use at the annual meeting of shareholders (the "Meeting") to be held in person at Hotel Ruby Foo's, 7655 Décarie Boulevard, Montreal, Québec, on June 11, 2026 at 9:00 a.m. (Montreal time), or any adjournment thereof, for the purposes set forth in the notice of 2026 annual meeting of shareholders and notice of availability of the materials (the "Notice of Meeting").It is expected that the solicitation will be made primarily by mail and online, but proxies may also be solicited by telephone, in writing or in person, by directors, officers or regular employees of the Corporation who will receive no compensation therefor in addition to their regular remuneration. The solicitation of proxies is being made by or on behalf of management of the Corporation. The cost of the solicitation is expected to be nominal and will be borne by the Corporation.
The board of directors of the Corporation (the "Board of Directors") approved the contents of this Circular and authorized it to be made available to and/or sent, as applicable, to each shareholder of the Corporation who is eligible to receive notice of, and vote his or her shares at, the Meeting, as well as to the Corporation's auditor and each of its directors.
Unless otherwise indicated, all information provided in this Circular is given as at April 14, 2026.
NOTICE-AND-ACCESS
The Corporation is using the notice-and-access procedures permitted by Canadian securities laws for the delivery of the Circular, the management's discussion and analysis, the consolidated financial statements of the Corporation and the auditor's report for the fiscal year ended February 1, 2026 ("Fiscal 2026"), and other related materials of the Meeting (the "Proxy Materials") to shareholders. Under the notice-and-access procedures, instead of receiving paper copies of the Proxy Materials, shareholders receive the Notice of Meeting (which provides information on how to access copies of the Proxy Materials, how to request a paper copy of the Proxy Materials and details about the Meeting) and a form of proxy or voting instruction form, as applicable. Adopting the notice-and-access procedures facilitates access to the Proxy Materials and contributes to the protection of the environment by reducing the amount of paper sent to shareholders.
The Proxy Materials will be available online at https://materials.proxyvote.com/25675T, in French and in English, on the Corporation's website at www.dollarama.com and on SEDAR+ under the Corporation's profile at www.sedarplus.ca.If you would like to receive a paper copy of the Proxy Materials by mail, you must make a request. Requesting a paper copy is free of charge. You have received, with this Notice of Meeting, a voting instruction form or a form of proxy on which a 15-digit or 16-digit control number is indicated. Shareholders with a 15-digit control number may call Computershare toll free at 1-866-962-0498 (Canada and U.S.) or 1-514-982-8716 (international). Shareholders with a 16-digit control number may visit https://www.proxyvote.com or call Broadridge Investor Communications Corporation ("Broadridge") toll free at 1-877-907-7643 (Canada and U.S.) or 303-562-9305 for English and 303-562-9306 for French (international). In each case, shareholders will be asked to enter the control number indicated on the voting instruction form or the form of proxy they received.
To receive the Proxy Materials in advance of the voting deadline and Meeting date, requests for paper copies must be received by no later than May 28, 2026. If you do request a paper copy of the Proxy
Materials, please note that another form of proxy or voting instruction form, as applicable, will not be sent; please retain the one received with the Notice of Meeting for voting purposes.
To obtain a paper copy of the Proxy Materials after the Meeting date, registered shareholders may contact the Corporation's Investor Relations department at corporatesecretary@dollarama.com and non-registered shareholders may contact Broadridge at 303-562-9305 for English and 303-562-9306 for French.
If you have any questions regarding the Notice of Meeting, the notice-and-access procedures or the Meeting and you are a registered shareholder, please contact Computershare at 1-866-964-0492 (toll free in Canada and U.S.) between 8:30 a.m. and 8:00 p.m. Eastern Time or at 1-514-982-7555 (international) or online at https://www.computershare.com/noticeandaccess. If you are a non-registered shareholder, please contact Broadridge at 1-844-916-0609 for English and 1-844-973-0593 for French (Canada and U.S.) or 303-562-9305 for English and 303-562-9306 for French (international).
IMPORTANT INFORMATION ABOUT THE MEETING
The Meeting will be held in person with simultaneous translation in both official languages available on site. You will be able to attend, participate and vote at the Meeting by following the instructions set forth in this Circular. The Chairman of the Board of Directors and certain senior executive officers will participate in the Meeting and will be available for questions. Shareholders may also submit questions in writing before the Meeting through corporatesecretary@dollarama.com. A recording of the Meeting will be available on the Corporation's website at www.dollarama.com following the Meeting.
As with prior years, shareholders are able to vote ahead of the Meeting by proxy using the various available channels and we encourage you to continue to vote in this manner. To be able to participate and vote at the Meeting, please carefully follow the instructions set out below under the heading "Participating and Voting at the Meeting". For further details about how the Meeting will be conducted, see "Rules of Conduct of the Meeting".
ATTENDING THE MEETINGRegistered and non-registered shareholders, duly appointed proxyholders and guests will be able to attend the Meeting in person at Hotel Ruby Foo's, 7655 Décarie Boulevard, Montreal, Québec. Details on who is entitled to vote at the Meeting are set forth in the section below entitled "Who Can Vote".
The Meeting will begin promptly at 9:00 a.m. (Montreal time) on June 11, 2026. You should allow ample time for check-in procedures. RULES OF CONDUCT OF THE MEETINGIn the interest of holding a fair and productive Meeting, the following rules will apply during the Meeting.
The Corporation's by-laws describe requirements for meetings of shareholders, and the Chair of the Meeting will conduct the meeting consistent with those requirements.
A shareholder needs to have held shares as at the close of business on the record date of April 16, 2026 in order to vote or submit questions while participating in the Meeting. To vote or submit questions, shareholders are asked to strictly follow the instructions set out in the Circular.
The agenda of the Meeting set forth in the section entitled "Business of the Meeting" beginning on page 9 of this Circular will be strictly followed.
All shareholders and proxyholders, as applicable, are permitted to ask questions during the Meeting. If a shareholder or a duly appointed proxyholder has a question about one of the matters on the agenda to be voted on at the Meeting, he or she shall raise his or her hand at the appropriate time and a microphone will be brought to them. Shareholders may also submit their questions in writing before the Meeting through corporatesecretary@dollarama.com (providing the shareholder's full name included on the form of proxy or voting instruction form, as applicable, to allow the Corporation to confirm the sender's status as shareholder as at the record date). Subject to these rules of conduct, we will answer questions on any matters on the agenda before the voting is closed.
Following adjournment of the formal business of the Meeting, management will give a presentation about the Corporation's business and activities. At the conclusion of this presentation, the Corporation will hold a live Q&A session to address general questions either submitted (i) by any shareholder as of the record date in writing before the Meeting through corporatesecretary@dollarama.com (providing the shareholder's full name included on the form of proxy or voting instruction form, as applicable, to allow the Corporation to confirm the sender's status as shareholder as at the record date) or (ii) by a registered shareholder or duly appointed proxyholder during the Meeting. General questions received during the course of the Meeting, but not on matters on the agenda, will be addressed during this question period, subject to these rules of conduct.
To allow the Corporation to answer as many questions as possible from shareholders and duly appointed proxyholders, please ensure your questions are succinct and cover only one topic per question. Questions from multiple shareholders and/or duly appointed proxyholders on the same topic or that are otherwise related may be grouped, summarized and answered together.
The Chair of the Meeting reserves the right to edit or reject questions he deems inappropriate, or to limit the number of questions per shareholder or duly appointed proxyholder to ensure that as many shareholders and duly appointed proxyholders as possible have the opportunity to ask questions. The Chair of the Meeting has broad authority to conduct the Meeting in an orderly manner. To ensure the Meeting is conducted in a manner that is fair to all shareholders, the Chair of the Meeting may exercise broad discretion in the order in which questions are asked and the amount of time devoted to any one question.
The Corporation does not intend to address any questions that are, among other things: (i) irrelevant to the business of the Corporation or to the business of the Meeting; (ii) related to material non-public information of the Corporation; (iii) related to personal grievances; (iv) derogatory references to individuals or that are otherwise in bad taste; (v) hostile or otherwise disruptive to the ordinary conduct of the Meeting; (vi) repetitious statements already made by another shareholder or duly appointed proxyholders or questions that have already been addressed in response to a previous question; (vii) in furtherance of a shareholder's personal or business interests; or (viii) out of order or not otherwise suitable for the conduct of the Meeting as determined by the Chair of the Meeting or the Corporate Secretary, in their reasonable judgment.
The Chair of the Meeting can allow a motion from a participant during the Meeting, at the Chair's discretion. If the motion is allowed, members of the Corporation's management shall be asked to move the adoption of the motion and second it in the interest of time and practicality. Registered shareholders and duly appointed proxyholders will be asked to vote on the motion.
If there are any matters of individual concern to a shareholder and not of general concern to all shareholders, or if a question was not otherwise answered, such matters may be raised separately after the Meeting by contacting the Corporate Secretary at corporatesecretary@dollarama.com.
If a shareholder has submitted a proposal for the Meeting, such shareholder will be allowed, if attending the Meeting, to present their proposal during the Meeting. The duration of this presentation should not exceed the time needed to read the proposal and the arguments accompanying the proposal.
Recording the Meeting is prohibited. A recording of the Meeting will be available after the Meeting on the Corporation's website
at https://www.dollarama.com for approximately one year from the date of the Meeting.
VOTING INFORMATION
WHO CAN VOTEEach common share owned as at the close of business on April 16, 2026, the record date, entitles the holder to one vote on any and all resolutions voted on at the Meeting. This includes the election of directors, the other matters listed on the Notice of Meeting and any other business that may arise at the Meeting.
All matters that are scheduled to be voted upon at the Meeting are ordinary resolutions. Ordinary resolutions are passed by a simple majority, meaning that if more than half of the votes that are cast at the Meeting are in favour, then the resolution passes. Shareholders may oppose certain matters proposed at the Meeting by either withholding their vote from, or voting their common shares against, such resolution at the Meeting, depending on the specific resolution. As a shareholder, it is very important that you read this Circular carefully and then vote your shares, either by proxy or at the Meeting.
Your common shares are either registered in your name or are held in the name of a nominee (non-registered). Whether you are a registered or non-registered shareholder, you can vote your common shares at the Meeting or by proxy in advance of the Meeting, as explained below. Voting by proxy in advance of the Meeting is the easiest way to vote your shares. You can also participate and vote in person at the Meeting, provided you follow the instructions set out below.
Registered ShareholdersYou are a registered shareholder if your name appears on your share certificate or your Direct Registration System (DRS) confirmation. If you are not sure whether you are a registered shareholder, please contact Computershare Investor Services Inc. at 1-800-564-6253 or 514-982-7555.
If you are a registered shareholder, you may vote in person at the Meeting or vote by proxy, by 9:00 a.m. (Montreal time) on June 9, 2026 (or two (2) business days prior to any reconvened Meeting in the event of an adjournment of the Meeting), either by (i) completing, dating and signing the form of proxy and returning it to Computershare at its Toronto office at 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6 Canada in the prepaid envelope accompanying the form of proxy or by facsimile to 1-866-249-7775, or (ii) voting online or by telephone, in accordance with the instructions provided in the form of proxy. Refer to the section entitled "Voting by Proxy in Advance of the Meeting" for more information.
Non-Registered ShareholdersYou are a non-registered shareholder if your common shares are registered in the name of an intermediary, such as a bank, a trust company, a securities dealer or broker, or an administrator of a self-administered RRSP, RRIF, RESP or similar plan, that, in turn, holds those shares through a central depository such as CDS Clearing and Depository Services Inc. (each an "Intermediary"). If your common shares are listed in an account statement provided to you by your broker, those common shares are, in all likelihood, not registered in your name. Such common shares will more likely be registered under the name of an Intermediary.
Without specific instructions, Intermediaries are prohibited from voting the common shares for their client. Pursuant to National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), each Intermediary is required to request voting instructions from non-registered shareholders prior to shareholders meetings. Intermediaries have their own procedures for sending materials and their own guidelines for the return of documents. Non-registered shareholders should strictly follow those instructions to ensure that the voting rights attached to their common shares are cast at the Meeting.
The Corporation will not send the Proxy Materials directly to non-objecting beneficial owners under NI 54-
101. The Corporation intends to pay for secondary intermediaries to deliver the Proxy Materials to objecting beneficial owners.
Non-registered shareholders who have not duly appointed themselves as proxyholder will not be entitled to vote at the Meeting or ask questions. If you are a non-registered shareholder and have not appointed yourself as a proxyholder, you will be able to attend the Meeting as a guest. To appoint yourself as proxyholder, you may follow the instructions set out below under the heading "Participating and Voting at the Meeting". VOTING BY PROXY IN ADVANCE OF THE MEETINGRegardless of whether or not shareholders are able to attend the Meeting (or any adjournment thereof), we strongly encourage them to vote in advance of the Meeting. Below are the different ways in which shareholders can give voting instructions, details of which are found on the form of proxy or voting instruction form provided, as applicable.
Registered Shareholders | Non-Registered Shareholders |
Online - Go to https://www.investorvote.com and follow the instructions. You will need the 15-digit control number found on your form of proxy. | Online - Go to https://www.proxyvote.com and follow the instructions. You will need the 16-digit control number found on your voting instruction form. |
By mail - Complete, date and sign your form of proxy in accordance with the instructions set out on the form and to return it in the prepaid envelope provided to 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6 Canada. | By mail - Complete, date and sign your voting instruction form in accordance with the instructions set out on the form and return it in the prepaid envelope provided to Data Processing Centre, P.O. Box 3700, STN Industrial Park, Markham (ON), L3R 9Z9 Canada. |
By telephone - Call 1-866-732-8683. You will need the 15-digit control number found on your form of proxy. | By telephone - Call 1-800-474-7493 (English) or 1-800-474-7501 (French). You will need the 16-digit control number found on your voting instruction form. |
Your duly completed form of proxy or voting instruction form or your online or telephone voting instructions, as applicable, must be received before the proxy deadline, which is by 9:00 a.m. (Montreal time) two (2) business days prior to the Meeting, being June 9, 2026, or, if the Meeting is adjourned or postponed, by not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the adjourned or postponed meeting. | |
Your proxyholder is the person you appoint to cast your votes at the Meeting on your behalf. You may choose Stephen Gunn or Neil Rossy or any other person that you want to be your proxyholder. If you want to authorize Stephen Gunn or Neil Rossy as your proxyholder, please leave the box near the top of the form blank as the names of Stephen Gunn and Neil Rossy are already pre-printed on the form. If you return the form and have left the box for the proxyholder's name blank, then Stephen Gunn or Neil Rossy will automatically become your proxyholder.
Each shareholder is entitled to appoint a person other than the individuals named in the form of proxy or voting instruction form to represent such shareholder at the Meeting. Please note that your proxyholder is not required to be a shareholder of the Corporation. To appoint a third-party proxyholder, you may follow the instructions set out below under the heading "Participating and Voting at the Meeting".You may instruct your proxyholder how you want to vote on the matters listed in the Notice of Meeting by checking the appropriate boxes on the form. If you have specified on the form how you want to vote on a particular issue (by checking FOR or AGAINST with respect to the election of the directors, the advisory non-binding resolution on the Corporation's approach to executive compensation and the shareholder proposals set forth in Schedule B of this Circular, and by checking FOR or WITHHOLD with respect to the appointment of the auditors), then your proxyholder must cast your votes as instructed. By checking WITHHOLD on the form, where applicable, you will be abstaining from voting. If you have NOT specified how to vote on a particular matter, your proxyholder is entitled to vote your common shares as he or she sees fit.
Please note that if your form of proxy or voting instruction form, as applicable, does not specify how to vote on any particular matter and you have authorized Stephen Gunn or Neil Rossy to act as your proxyholder, your common shares will be voted at the Meeting as follows:- FOR the election of each of management's nominees as directors of the Corporation;
FOR the appointment of PricewaterhouseCoopers LLP as auditor of the Corporation and the authorization of the directors of the Corporation to fix its remuneration;
FOR the adoption of the advisory non-binding resolution on the Corporation's approach to executive compensation (the "Say-on-Pay Advisory Resolution"); and
- AGAINST the shareholder proposals set forth in Schedule B attached to this Circular.
For more information on these matters, please see the section entitled "Business of the Meeting" beginning on page 9 of this Circular. The form of proxy or voting instruction form, as applicable, also confers discretionary authority upon the persons named therein with respect to amendments to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Circular, management of the Corporation is not aware of any such amendments or other matters.
PARTICIPATING AND VOTING AT THE MEETINGOnly registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) will be entitled to vote in person at the Meeting by way of ballot. Non-registered shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting as a guest.
Appointing a Proxyholder to Participate and Vote at the MeetingRegistered Shareholders | Non-Registered Shareholders |
If you are unable to attend the Meeting or if you do not wish to personally cast your votes, you may appoint a third-party proxyholder to participate and vote at the Meeting on your behalf (other than the persons designated by management as set out on your form of proxy). If you wish for a third-party proxyholder to participate and vote at the Meeting on your behalf, you need to appoint the third-party proxyholder by (i) following the instructions on your form of proxy, completing and returning your form of proxy to Computershare at its Toronto office at 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6 Canada in the envelope accompanying the form of proxy or by facsimile to 1-866-249-7775, (ii) visiting www.investorvote.com, or (iii) by telephone at 866-732-8683. | If you wish to participate and vote at the Meeting yourself, you need to appoint yourself as proxyholder. You may also appoint a third-party proxyholder to participate and vote at the Meeting on your behalf (other than the persons designated by management as set out on your voting instruction form). You may appoint yourself or a third party as proxyholder by (i) following the instructions on your voting instruction form, completing the voting instruction form and returning it to your Intermediary, (ii) visiting https://www.proxyvote.com, or (iii) by telephone if your Intermediary provides you with this option. You must follow the instructions and deadlines provided by your Intermediary in order to do so. |
The steps above must be completed prior to the proxy deadline or neither you nor your proxyholder will be able to participate and vote at the Meeting. Even if you currently plan to participate yourself or have a proxyholder participate and vote at the Meeting, you should consider voting your common shares in advance so that your vote will be counted if you later decide not to attend the Meeting. You should note however that if you or your proxyholder vote on any matter at the Meeting, it will revoke any previously submitted votes. | |
A shareholder who executes and returns the form of proxy or voting instruction form may revoke same in any manner permitted by law.
If you are a registered shareholder and you want to revoke your proxy after you have signed and delivered it to Computershare, you may do so by delivering another properly executed form of proxy bearing a later date or by clearly indicating in writing that you want to revoke your proxy and delivering a signed written notice specifying your instructions to (i) the registered office of the Corporation at 5805 Royalmount Avenue, Montreal, Quebec, H4P 0A1, Attention: Corporate Secretary, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or (ii) the chair of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment thereof, or in any other way permitted by law.
If you revoke your proxy and do not replace it with another form of proxy that is deposited with Computershare on or before the deadline, set at 9:00 a.m. (Montreal time) on June 9, 2026 (or two
(2) business days prior to any reconvened Meeting in the event of an adjournment of the Meeting), you may still vote your own common shares in person at the Meeting provided that you are a registered shareholder whose name appears on the shareholders' register of the Corporation or a non-registered shareholder who has duly appointed himself or herself as proxyholder.
If you are a non-registered shareholder and you change your mind about how you voted before the Meeting and/or you want to revoke your proxy, contact your broker or other Intermediary to find out what to do. Please note that your Intermediary will need to receive any new instructions in enough time to act on them.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPONNo proposed nominee for election as a director of the Corporation, or any person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation's last fiscal year, nor any associate or affiliate of any such persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than as set forth herein.
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIESAs at April 14, 2026, there were 272,241,115 common shares issued and outstanding. Each common share carries the right to one vote on all matters to come before the Meeting.
Only persons registered as shareholders on the books of the Corporation as at the close of business on April 16, 2026, the record date, are entitled to receive notice of, and to vote at, the Meeting, and no person becoming a shareholder after the record date shall be entitled to receive notice of and to vote at the Meeting or any adjournment thereof.
To the knowledge of the directors and executive officers of the Corporation, based on the information publicly available as at April 14, 2026, no person beneficially owns, or controls or directs, directly or indirectly, either alone or together with any joint actors, 10% or more of the outstanding common shares of the Corporation.
BUSINESS OF THE MEETING
The items to be covered at the Meeting are as follows:
Presentation before the shareholders of the consolidated financial statements of the Corporation for Fiscal 2026, together with the independent auditor's report thereon;
Election of each of the nine (9) directors named in this Circular for the ensuing year;
Appointment of the auditor of the Corporation for the ensuing year and authorization of the directors to fix the auditor's remuneration;
Consideration of the Say-on-Pay Advisory Resolution;
Consideration of the shareholder proposals set out in Schedule B to this Circular; and
Consideration of such other business, if any, as may properly be brought before the Meeting or any adjournment thereof.
As at the date of this Circular, management of the Corporation is not aware of any changes to the items listed above and does not expect any other items to be brought forward at the Meeting. If there are changes or new items, your proxyholder will be entitled to vote on those items as he or she sees fit.
FINANCIAL STATEMENTSThe audited consolidated financial statements of the Corporation for Fiscal 2026, together with the independent auditor's report thereon, will be submitted at the Meeting but no vote thereon is required. These audited consolidated financial statements, together with the management's discussion and analysis, were sent to shareholders who requested copies thereof and are also available on SEDAR+ under the Corporation's profile at www.sedarplus.ca, at https://materials.proxyvote.com/25675T, and on the Corporation's website at www.dollarama.com.
ELECTION OF DIRECTORSThe Board of Directors is currently comprised of ten (10) directors. To make way for Board renewal, longstanding directors Gregory David and Nicholas Nomicos, as well as Thecla Sweeney, will not be standing for re-election as directors at the Meeting. The nine (9) persons identified in the section entitled "Nominees for Election to the Board of Directors" will be nominated for election as directors at the Meeting. Each of them was elected at the annual meeting of shareholders of the Corporation held on June 11, 2025 by at least a majority of the votes cast by proxy or online at such meeting, except for Horacio (Haio) Barbeito and Court D. Carruthers who will stand for election for the first time at the Meeting. Each director will hold office until the close of the next annual meeting of shareholders or until a successor is elected or appointed. The directors are elected annually and, unless re-elected, retire from office at the close of the next annual meeting of shareholders.
The election of directors at the Meeting is governed by the majority voting requirements under the Canada Business Corporations Act (the "CBCA") and its regulations. These requirements are such that in an uncontested election of directors, a nominee must receive a majority of the total votes cast "for" and "against" such nominee in favour of their election in order to be elected as a director. If a nominee does not receive a majority of votes cast by shareholders in favour of their election, they will not be elected and the Board of Directors position will remain open, except that an incumbent director will be permitted to remain in office until the earlier of (a) the 90th day after the day of the election or (b) the day on which their successor is appointed or elected. These statutory majority voting requirements only apply to "uncontested" elections of directors, meaning elections where the number of director nominees is the same as the number of directors to be elected to the Board of Directors (such as the election of directors to take place at the Meeting). See "Corporate Governance - Board of Directors - Majority Voting Requirements".
Unless a proxy specifies that the common shares it represents should be voted against the election of one or more directors or voted in accordance with the specification in the proxy, the persons named in the form of proxy or voting instruction form, as applicable, intend to vote FOR the election of each of the nominees listed in this Circular.Management of the Corporation does not expect that any of the nominees will be unable or unavailable to serve as a director. However, if, for any reason, at the time of the Meeting, any of the nominees is unable or unavailable to serve, unless otherwise specified, it is intended that the persons designated in the form of proxy or voting instruction form, as applicable, will vote in their discretion for a substitute nominee or nominees.
APPOINTMENT OF AUDITORAt the Meeting, shareholders will be asked to appoint the firm of PricewaterhouseCoopers LLP to hold office as the Corporation's auditor until the close of the next annual meeting of shareholders and to authorize the Board of Directors to fix its remuneration.
PricewaterhouseCoopers LLP has served as auditor of the Corporation since February 1, 2007. The auditor has confirmed to management that it is independent of the Corporation within the meaning of the Code of ethics of chartered professional accountants.
The audit committee of the Board of Directors (the "Audit Committee") reviews the independence of the auditor on an annual basis and remains satisfied with the quality, performance and independence of the auditor. Accordingly, the Board of Directors believes it is in the best interests of the Corporation and its stakeholders, including its shareholders, that the auditor continue in its current role.
Unless a proxy specifies that the common shares it represents should be withheld from voting in respect of the appointment of the auditor or voted in accordance with the specification in the proxy, the persons named in the form of proxy or voting instruction form, as applicable, intend to vote FOR the appointment of PricewaterhouseCoopers LLP as auditor of the Corporation and the authorization of the directors of the Corporation to fix its remuneration.For Fiscal 2026 and for the fiscal year ended February 2, 2025 ("Fiscal 2025"), the Corporation was billed the following fees by its external auditor, PricewaterhouseCoopers LLP:
Fiscal 2026(5) | Fiscal 2025 | |||
Audit Fees(1) | $1,453,389 | $1,313,400 | ||
Audit-Related Fees(2) | $410,930 | $495,338 | ||
Tax Fees(3) | $105,760 | $20,212 | ||
All Other Fees(4) | $92,210 | $64,514 | ||
Total Fees | $2,062,289 | $1,893,464 |
(1) "Audit Fees" includes fees necessary to perform the annual audit of the consolidated financial statements. This category also includes audit fees related to new accounting standards and required procedures in connection with the offering of senior unsecured notes.
(2) "Audit-Related Fees" includes fees for assurance and related services that are reasonably related to the performance of the audit or review
of the financial statements and are not reported under "Audit Fees". This category includes fees related to procedures on internal controls.
(3) "Tax Fees" includes fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax advice, tax planning as well as assistance in connection with provincial and federal tax audits conducted in the normal course of business.
(4) "All Other Fees" includes fees for products and services provided by the external auditor other than those included above. This category includes fees related to translation services.
(5) Fiscal 2026 fees include fees charged by PricewaterhouseCoopers to Dollarama Australia Pty Limited since the completion of its acquisition on July 22, 2025.
Additional details with respect to the Audit Committee can be found in the section entitled "Audit Committee Information" of the Corporation's annual information form, available on SEDAR+ at www.sedarplus.ca and on the Corporation's website at www.dollarama.com.
ADVISORY VOTE ON EXECUTIVE COMPENSATIONThe Human Resources and Compensation Committee (the "HRCC") and the Board of Directors spend considerable time and effort overseeing the Corporation's executive compensation program, and are satisfied that the policies and programs in place are based on fundamental principles of pay-for-performance aimed at aligning the interests of the senior executive team with those of shareholders and reflecting competitive market practices. This compensation approach allows the Corporation to attract, retain and motivate high-performing executives who will be incentivized to increase business performance and enhance shareholder value on a sustainable basis.
At last year's annual meeting, the Corporation received continued support from its shareholders in respect of the Corporation's approach to executive compensation disclosed in the 2025 management proxy circular.
The Board of Directors is committed to maintaining an ongoing engagement process with the Corporation's shareholders by offering them the opportunity to cast, at the Meeting or by proxy, an advisory vote on the Corporation's approach to executive compensation, which is described in further details under the section "Compensation Discussion and Analysis" starting on page 27 of this Circular. As a result, at the Meeting, shareholders will be asked to consider and, if deemed appropriate, adopt the following Say-on-Pay Advisory Resolution:
"BE IT RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders of the Corporation accept the approach to executive compensation disclosed in the management proxy circular delivered in advance of the 2026 annual meeting of shareholders of the Corporation."
As this is an advisory vote, the results will not be binding upon the Board of Directors. However, the HRCC and the Board of Directors will review and analyze the voting results and, as appropriate, take into account such results when reviewing executive compensation policies and programs in the future. Results of the vote will be disclosed in the report of voting results and related press release to be posted on SEDAR+ at https://www.sedarplus.ca and on the Corporation's website at https://www.dollarama.com shortly after the Meeting.
Voting results on the Say-on-Pay Advisory Resolution over the last three years are outlined below.
FOR | AGAINST / WITHHELD | |||
# % | # % | |||
2025 Annual General Meeting | 201,192,388 91.51 | 18,676,868 8.49 | ||
2024 Annual General Meeting | 201,037,148 92.69 | 15,852,165 7.31 | ||
2023 Annual General Meeting | 205,916,156 | 91.57 | 18,964,824 | 8.43 |
SHAREHOLDER PROPOSALS
The Corporation received four shareholder proposals, all submitted by the Mouvement d'éducation et de défense des actionnaires ("MÉDAC"), a holder of common shares of the Corporation having its principal office at 82 Sherbrooke Street West, Montreal, Quebec H2X 1X3, Canada. MÉDAC's proposals were submitted in French and translated into English by the Corporation.
The full text of the proposals submitted for consideration at the Meeting have been reproduced in Schedule
B to this Circular, along with the Corporation's responses.
The Board of Directors recommends that shareholders vote AGAINST each of the foregoing proposals for the reasons described in Schedule B to this Circular. Unless a proxy specifies that the common shares it represents should be voted for the shareholder proposals, the persons named in the form of proxy or voting instruction form, as applicable, intend to vote AGAINST the proposals.NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
DESCRIPTION OF PROPOSED DIRECTOR NOMINEESSeven (7) director nominees will stand for re-election at the Meeting and two (2) new director nominees will stand for election for the first time at the Meeting. Gregory David, Nicholas Nomicos and Thecla Sweeney will not stand for re-election as directors at the Meeting and therefore do not appear along with the information regarding the nine (9) proposed nominees for election as directors of the Corporation. Since Gregory David, Nicholas Nomicos and Thecla Sweeney will act as directors of the Corporation up to the Meeting, information relating to them appears in other sections of this Circular.
Directors are elected each year at the annual meeting of shareholders, except that the Board of Directors can appoint directors in certain circumstances between annual meetings. Directors elected at the Meeting will hold office until the close of the next annual meeting of shareholders or until their successor is elected or appointed. All nominees have established their eligibility and willingness to serve as directors. If prior to the Meeting, any of the listed nominees becomes unable or unavailable to serve, proxies will be voted for any other nominee or nominees at the discretion of the proxyholder.
The following tables provide information about the proposed director nominees as at April 14, 2026.
Explanatory Notes Associated with Proposed Nominees' Profiles
Shares/Options - Value based on the closing price of the common shares ($183.50) on January 30, 2026, being the last trading day of Fiscal 2026. See "Nominees for Election to the Board of Directors - Director Compensation".
DSUs - Deferred share units ("DSUs") comprising the annual equity retainer vest on the first anniversary of the grant date whereas DSUs granted at the end of each quarter to non-executive directors who elected to receive the cash component of their compensation in DSUs in lieu of cash vest immediately upon being granted. The number of DSUs includes additional DSUs credited as dividend equivalents up to the last day of Fiscal 2026. The value of a DSU when redeemed for cash is equivalent to the volume weighted average trading price of the common shares of the Corporation on the Toronto Stock Exchange (the "TSX") for the five trading days immediately preceding the date of redemption. However, for the purposes of this Circular, the total value of vested DSUs is calculated based on the closing price of the common shares ($183.50) on January 30, 2026, being the last trading day of Fiscal 2026. Only non-executive directors are eligible to receive DSUs.
Equity ownership - Equity ownership was assessed as at the end of Fiscal 2026, based on the closing price of the common shares ($183.50) on January 30, 2026, being the last trading day of Fiscal 2026. For further details on share ownership guidelines applicable to directors, see "Nominees for Election to the Board of Directors - Director Share Ownership Guidelines". Note that Neil Rossy is subject to Executive Share Ownership Guidelines rather than Director Share Ownership Guidelines as he is not compensated for his role as director. For further details, see "Compensation Discussion and Analysis - Executive Share Ownership Guidelines".
HORACIO (HAIO) BARBEITO President and Chief Executive Officer
Old Navy, Inc.
Horacio (Haio) Barbeito is standing for election as a director of the Corporation for the first time at the Meeting. Mr. Barbeito is the President and Chief Executive Officer of Old Navy since August 2022, where he leads the global apparel and accessories brand. Prior to joining Old Navy, he spent 26 years with Walmart, including a decade in CEO roles for Walmart's various international businesses. Most recently, he spent nearly three years serving as CEO for Walmart's Canada business. Mr. Barbeito is a past board member of the Argentina American Chamber of Commerce, The Food Bank of Chile, among other associations, and is currently a member of the Board of the
Florida, USA Age: 55
Independent
National Retail Federation (NRF) and of Shearer's Foods LLC.
2025 Annual Meeting of Shareholders Voting Results(i)
Board/Committee Memberships Attendance(i)
% # Board of Directors N/A For: N/A N/A Total N/A
Against: N/A N/A
Other Public Company Directorships in Past Five Years
Value of Total Compensation Received as Director(i)
- ¬ Fiscal 2026: N/A
¬ Fiscal 2025: N/A
Securities Held as at the end of Fiscal 2026(i)
Total Value of Common Common Options Options DSUs(2)DSU(2)
Securities HeldShares | Shares | Vested/Total | Vested Only | Vested/Total | Vested Only | Vested Only |
(#) | ($) | (#) | ($) | (#) | ($) | ($) |
N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Total Ownership as Multiple of Retainer as at the end of Fiscal 2026(3)(ii)
(Target: 3x annual retainer): -
Horacio (Haio) Barbeito is standing for election for the first time at the Meeting.
Assuming Horacio (Haio) Barbeito is elected at the Meeting, he will have until June 2031 to reach the required level of equity ownership. For further details on the share ownership guidelines applicable to directors, see "Nominees for Election to the Board of Directors -Director Share Ownership Guidelines".
JOSHUA BEKENSTEIN Senior Advisory Partner Bain Capital Partners, LP
Joshua Bekenstein is a member of the Board of Directors and a member of the HRCC. Mr. Bekenstein is a Senior Advisory Partner of Bain Capital, a leading global private investment firm. Prior to joining Bain Capital in 1984, Mr. Bekenstein spent several years at Bain & Company, Inc., where he was involved with companies in a variety of industries. Mr. Bekenstein serves as a director of BRP Inc., Bright Horizons Family Solutions Inc. and Bob's Discount Furniture (which became a public company in January 2026), and sits on the compensation committee of each of those corporations. He also sits on BRP's nominating, governance and social responsibility committee. Mr. Bekenstein
Massachusetts, USA
Age: 67
Director since 2004 Independent
received a Bachelor of Arts from Yale University and a Master of Business Administration (MBA) from Harvard Business School.
2025 Annual Meeting of Shareholders Voting Results | Board/Committee Memberships | Attendance | ||
% | # | Board of Directors | 7/7 (100%) | |
For: 89.51 | 196,810,966 | HRCC | 4/4 (100%) | |
Against: 10.49 | 23,058,289 | Total | 11/11 (100%) |
Other Public Company Directorships in Past Five Years
Value of Total Compensation Received as Director
The Board of Directors acknowledges Mr. Bekenstein's long tenure as director of the Corporation and believes he remains an independent director who brings critical insight to the Corporation and the Board of Directors across a number of areas of expertise. Accordingly, the Board of Directors recommends that shareholders vote FOR Mr. Bekenstein's re-election.
Bob's Discount Furniture, Inc.
Bright Horizons Family Solutions Inc.
BRP Inc.
Canada Goose Holdings Inc.
2026 - present
2013 - present
2013 - present
2017 - 2023
¬ Fiscal 2026: $184,000
¬ Fiscal 2025: $170,500
Securities Held as at the end of Fiscal 2026
Total Value of Common Shares (#) Common Shares(1) ($) Options Vested/Total (#) Options Vested Only ($) DSUs(2)Vested/Total
(#)DSU(2)
Vested Only
($) Securities HeldVested Only
($)46,206 8,478,801 - - 31,998 / 32,661 5,871,633 14,350,434
Total Ownership as Multiple of Retainer as at the end of Fiscal 2026(3)
(Target: 3x annual retainer): 83.2x
COURT D. CARRUTHERS Vice Chair
TricorBraun, Inc.
Court D. Carruthers is standing for election as a director of the Corporation for the first time at the Meeting. Mr. Carruthers is the Vice Chair of TricorBraun, Inc., a global packaging solutions company, since May 2025. He acted as President and Chief Executive Officer of TricorBraun from October 2017 to May 2025. Mr. Carruthers is also the founder and principal of CKAL Advisory Partners, LLC, where he advises family offices and private equity firms on strategy, governance and growth. Earlier in his career, Mr. Carruthers spent over a decade at W.W. Grainger, a broad-line supplier of maintenance, repair and operating (MRO) products, where he held a series of senior leadership
Illinois, USA
Age: 53 Independent
roles including Group President, Americas. Mr. Carruthers currently serves as lead director of Ryerson Steel (NYSE: RYZ) and as the chair of its human resources and compensation committee. He also currently serves as a director of Genuine Parts Company (NYSE: GPC) and Turf Masters Brands since 2025 and as a governor of Lake Forest Open Lands. Mr. Carruthers is a past director of a number of private and public companies including US Foods, Monotaro, Follett Corp., and Foundation Building Materials, Inc. Mr. Carruthers is a Fellow of the Chartered Professional Accountants of Canada (FCPA, FCMA) and an Institute-Certified Director by the Institute of Corporate Directors. He holds a Bachelor of Commerce from the University of Alberta, a Master of Business Administration from Queens University, and a Doctor of Business Administration from Pepperdine University.
2025 Annual Meeting of Shareholders Voting Results(i) | Board/Committee Memberships Attendance(i) | ||||
% | # | Board of Directors | N/A | ||
For: Against: | N/A N/A | N/A N/A | Total | N/A | |
Other Public Company Directorships in Past Five Years
Value of Total Compensation Received as Director(i)
Ryerson Holding Corp. Genuine Parts Company US Foods Holding Corp.
2015 - present
2025 - present
2016 - 2023
¬ Fiscal 2026: N/A
¬ Fiscal 2025: N/A
Securities Held as at the end of Fiscal 2026(i)
Total Value of Common Common Options Options DSUs(2)DSU(2)
Securities HeldShares | Shares | Vested/Total | Vested Only | Vested/Total | Vested Only | Vested Only |
(#) | ($) | (#) | ($) | (#) | ($) | ($) |
N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Total Ownership as Multiple of Retainer as at the end of Fiscal 2026(3)(ii)
(Target: 3x annual retainer): -
Court D. Carruthers is standing for election for the first time at the Meeting.
Assuming Court D. Carruthers is elected at the Meeting, he will have until June 2031 to reach the required level of equity ownership. For further details on the share ownership guidelines applicable to directors, see "Nominees for Election to the Board of Directors - Director Share Ownership Guidelines".
ELISA D. GARCIA C. Corporate Director
Florida, USA Age: 68
Director since 2015 Independent
Elisa Garcia is a member of the Board of Directors and a member of the HRCC and the NGC (as defined below). She is currently a Principal of The Red Bee Group, a consultancy firm that helps businesses, organizations and law firms achieve their goals for growth and innovation. Ms. Garcia served previously as Chief Legal Officer of Macy's, Inc. up until her retirement in October 2023. Prior to joining Macy's, Inc. in August 2016, she served as Executive Vice President and Chief Legal Officer of Office Depot, Inc., a leading global provider of products, services, and solutions for the workplace headquartered in Boca Raton, Florida. Prior to joining Office Depot in 2007, Ms. Garcia was Executive Vice President, General Counsel & Corporate Secretary for Domino's Pizza, Inc. Earlier in her career, she served as Latin American Regional Counsel for Philip Morris International and Corporate Counsel for GAF Corporation. From 2013 until 2025, she also sat on the board of the Institute for Inclusion in the Legal Profession and on the board of DirectWomen, a U.S. non-profit organization that works to increase the representation of women lawyers on corporate boards. Ms. Garcia is a graduate of the St. John's University School of Law, and also received a joint BA/MS in Political Science and Management and Policy Sciences from W. Averell Harriman College, State University of New York at Stony Brook.
2025 Annual Meeting of Shareholders Voting Results | Board/Committee Memberships | Attendance | |
% # | Board of Directors | 7/7 (100%) | |
For: 98.27 216,063,292 | NGC | 2/2 (100%) | |
Against: 1.73 3,805,964 | HRCC | 4/4 (100%) | |
Total | 13/13 (100%) |
Other Public Company Directorships in Past Five Years
Value of Total Compensation Received as Director
- ¬ Fiscal 2026: $192,500
¬ Fiscal 2025: $178,500
Securities Held as at the end of Fiscal 2026
Total Value of Securities Common Common Options Options DSUs(2)DSU(2)
HeldShares | Shares | Vested/Total | Vested Only | Vested/Total | Vested Only | Vested Only |
(#) | ($) | (#) | ($) | (#) | ($) | ($) |
- | - | - | - | 30,188 / 30,852 | 5,539,498 | 5,539,498 |
Total Ownership as Multiple of Retainer as at the end of Fiscal 2026(3)
(Target: 3x annual retainer): 32.1x
STEPHEN GUNN Corporate Director
Stephen Gunn is the Chairman of the Board of Directors since June 2018. Before that date, he acted as the Lead Director of the Board of Directors. Mr. Gunn is also the Chair of the NGC and a member of the HRCC. Mr. Gunn previously served as a director of Canada Goose Holdings Inc. from 2017 to 2025. Prior to 2014, Mr. Gunn served as chief executive officer of Sleep Country Canada Inc., the Canadian mattress retailer he co-founded, and also served as co-chair of the board of directors of Sleep Country Canada Holdings Inc. before stepping down in 2019. Mr. Gunn received a Bachelor of Applied Science in Electrical Engineering from Queen's University and a Master of Business
Ontario, Canada
Age: 71
Administration (MBA) from the University of Western Ontario.
Director since 2009 Chairman since 2018 Independent | ||||
2025 Annual Meeting of Shareholders Voting Results | Board/Committee Memberships | Attendance | ||
% | # | Board of Directors (Chairman) | 7/7 (100%) | |
For: 88.75 | 195,124,565 | HRCC | 4/4 (100%) | |
Against: 11.25 | 24,744,691 | NGC (Chair) | 2/2 (100%) | |
Total | 13/13 (100%) | |||
Other Public Company Directorships in Past Five Years
Value of Total Compensation Received as Director
Canada Goose Holdings Inc. Recipe Unlimited
2017 - 2025
2015 - 2022
¬ Fiscal 2026: $377,500
¬ Fiscal 2025: $351,500
Securities Held as at the end of Fiscal 2026
Total Value of Common Common Options Options DSUs(2)DSU(2)
Securities HeldShares | Shares(1) | Vested/Total | Vested Only | Vested/Total | Vested Only | Vested Only |
(#) | ($) | (#) | ($) | (#) | ($) | ($) |
71,095 | 13,045,932 | - | - | 15,896 / 16,829 | 2,916,916 | 15,962,848 |
Total Ownership as Multiple of Retainer as at the end of Fiscal 2026(3)
(Target: 3x annual retainer): 92.5x
KRISTIN MUGFORD Senior Lecturer
Harvard Business School
Kristin Mugford is a member of the Board of Directors, a member of the Audit Committee and the Chair of the HRCC. Ms. Mugford is currently the Melvin Tukman Senior Lecturer of Business Administration in the Finance Unit at the Harvard Business School and Senior Associate Dean for Culture and Community. Prior to academia, she spent nearly 20 years with Bain Capital Partners, LP, joining their private equity business in 1994, where she focused on the consumer and media industries, before becoming the firm's first female managing director. In 1998, she helped start Bain Capital Credit, LP (formerly known as Sankaty Advisors, LP), the credit affiliate of Bain Capital Partners, LP,
Massachusetts, USA
Age: 57
Director since 2018 Independent
where she was a senior member of its management and investment committee. She began her career at the Walt Disney Company. Since June 2022, Ms. Mugford serves as a director of Perella Weinberg Partners LP and as a member of its audit committee and compensation committee. She was also a member of the board of directors of Towne Park, a leading parking and hospitality services provider, from July 2016 up until June 2023. Ms. Mugford graduated from Harvard Business School as a Baker Scholar and holds an AB with honors in economics from Harvard College.
2025 Annual Meeting of Shareholders Voting Results | Board/Committee Memberships | Attendance | |
% # | Board of Directors | 7/7 (100%) | |
For: 97.88 215,199,342 | Audit Committee | 4/4 (100%) | |
Against: 2.12 4,669,914 | HRCC (Chair) | 4/4 (100%) | |
Total | 15/15 (100%) |
Other Public Company Directorships in Past Five Years
Value of Total Compensation Received as Director
Perella Weinberg Partners LP
2022 - present ¬ Fiscal 2026: $205,500
¬ Fiscal 2025: $192,000
Securities Held as at the end of Fiscal 2026
Total Value of Common Common Options Options DSUs(2)DSU(2)
Securities HeldShares | Shares | Vested/Total | Vested Only | Vested/Total | Vested Only | Vested Only |
(#) | ($) | (#) | ($) | (#) | ($) | ($) |
- | - | - | - | 19,701 / 20,364 | 3,615,133 | 3,615,133 |
Total Ownership as Multiple of Retainer as at the end of Fiscal 2026(3)
(Target: 3x annual retainer): 21.0x
NEIL ROSSY President and Chief Executive Officer Dollarama Inc.
Neil Rossy is a member of the Board of Directors since 2004 and serves as President and Chief Executive Officer of the Corporation since May 1, 2016. Prior to being appointed to this office by the Board of Directors, he had served as Chief Merchandising Officer of Dollarama since 2010. With the company since its inception in 1992, he has been involved in all aspects of Dollarama's business, supply chain and day-to-day operations. Over the last three decades, Neil Rossy has played an increasingly important role in strategic decisions related to warehousing and distribution, direct sourcing, brand identity, product development and merchandising innovations that define Dollarama and underpin
Quebec, Canada
Age: 56
its success. He is a graduate of Queen's University.
Director since 2004 Not independent (i) | |||
2025 Annual Meeting of Shareholders Voting Results | Board/Committee Memberships | Attendance | |
% # | Board of Directors | 7/7 (100%) | |
For: 97.80 215,026,432 | Total | 7/7 (100%) | |
Against: 2.20 4,842,824 | |||
Other Public Company Directorships in Past Five Years
Value of Total Compensation Received as Director
- Neil Rossy does not receive any compensation from the Corporation for his services as director. For further details on his compensation as President and Chief Executive Officer, see "Compensation Discussion and Analysis -
Summary Compensation Table".
Securities Held as at the end of Fiscal 2026
Total Value ofCommon Shares | Common Shares | Options Vested/Total | Options(1) Vested Only | DSUs Vested/Total | DSU Vested Only | Securities Held Vested Only |
(#) | ($) | (#) | ($) | (#) | ($) | ($) |
5,397,576(ii) | 990,455,196 | 897,745 / 1,145,509 | 118,308,729 | - | - | 1,108,763,925(iii) |
Total Ownership as Multiple of Retainer as at the end of Fiscal 2026(3)
(Target: 5x base salary): 763.4x
Mr. Rossy is not considered independent because he is President and Chief Executive Officer of the Corporation.
The total number of common shares held by Mr. Rossy includes shares beneficially owned, or over which control or direction is exercised, either directly or indirectly, as at the end of Fiscal 2026, including shares over which voting or investment power is exercised, whether alone or jointly. Of the 5,397,576 common shares, 1,555,088 are held by GRI Investments Inc. ("GRI"), a private investment management firm related to Mr. Rossy, and 2,260,928 are held by The Rossy Foundation ("The RF"), a private charitable foundation established in 2004 to support philanthropic initiatives. Mr. Rossy is a director of each of GRI and The RF and shares voting and investment powers in respect of the Dollarama common shares held by these entities.
Of the total value of securities held by Mr. Rossy, $285,358,648 is attributable to securities held through GRI and $414,880,288 is attributable to securities held through The RF.
SAMIRA SAKHIA President and Chief Executive Officer Knight Therapeutics Inc.
Samira Sakhia is a member of the Board of Directors and a member of the Audit Committee. She is the Chief Executive Officer and President as well as a member of the board of directors of Knight Therapeutics Inc. ("Knight"), a leading Canadian specialty pharmaceutical company, which she joined in August 2016 as President and Chief Operating Officer. She served additionally as its Chief Financial Officer from October 2017 to March 2020. Prior to joining Knight, Ms. Sakhia served as the Chief Financial Officer at Paladin Labs Inc., a specialty pharmaceutical company, from 2001 to 2015. Ms. Sakhia is a member of the Board of Governors of McGill University, where she sits on its finance and infrastructure committee as well as its audit and risk committee. She also serves as an independent Board member at the McGill University Health Centre. Ms.
Quebec, Canada
Sakhia holds an MBA, a Bachelor of Commerce and a Graduate Diploma in
Age: 57
Accountancy from McGill University.
Director since 2021
Independent
2025 Annual Meeting of
Board/Committee Memberships
Attendance
Shareholders Voting Results
% #
Board of Directors
6/7 (86%)
For: 98.73 217,079,604
Audit Committee
3/4 (75%)
Against: 1.27 2,789,652
Total
9/11 (82%)
Other Public Company
Value of Total Compensation Received as Director
Directorships in Past Five Years
Knight Therapeutics Inc. 2016 - present
¬ Fiscal 2026: $184,000
¬ Fiscal 2025: $170,500
Securities Held as at the end of Fiscal 2026
Common Common Options Options DSUs(2)DSU(2)
Total Value of Securities HeldShares
Shares
Vested/Total
Vested Only
Vested/Total
Vested Only
Vested Only
(#)
($)
(#)
($)
(#)
($)
($)
-
-
-
-
7,713 / 8,376
1,415,335
1,415,335
Total Ownership as Multiple of Retainer as at the end of Fiscal 2026(3)
(Target: 3x annual retainer): 8.2x
HUW THOMAS, FCPA, FCA Corporate Director
Ontario, Canada Age: 73
Director since 2011 Independent
Huw Thomas, FCPA, FCA, is a member of the Board of Directors, Chair of the Audit Committee and a member of the NGC. Mr. Thomas served as Chief Executive Officer of SmartCentres Real Estate Investment Trust ("SmartCentres REIT", formerly known as Smart Real Estate Investment Trust) from 2013 to June 2018 and also occupied the office of President of SmartCentres REIT from 2013 to August 2016. He remained a trustee of SmartCentres REIT until May 2019. Prior to that, from 1996 to 2010, Mr. Thomas served in various senior financial roles at Canadian Tire Corporation, Limited, including nine years as Chief Financial Officer. Mr. Thomas is also chairman of the board of directors of Chartwell Retirement Residences. He holds a Bachelor of Science degree in Economics from the University of London (U.K.), and is a Certified U.K. and Canadian Chartered Professional Accountant. He received his Fellowship designation (FCPA) from the Chartered Professional Accountants of Ontario in 2013.
2025 Annual Meeting of Shareholders Voting Results
Board/Committee Memberships
Attendance
% #
Board of Directors
7/7 (100%)
For: 95.03 208,940,259
Audit Committee (Chair)
4/4 (100%)
Against: 4.97 10,928,997
NGC
2/2 (100%)
Total
13/13 (100%)
Other Public Company Directorships in Past Five Years
Value of Total Compensation Received as Director
Chartwell Retirement 2012 - present ¬ Fiscal 2026: $206,000
¬ Fiscal 2025: $193,000
Securities Held as at the end of Fiscal 2026
Total Value of Common Common Options Options DSUs(2)DSU(2)
Securities HeldShares | Shares(1) | Vested/Total | Vested Only | Vested/Total | Vested Only | Vested Only |
(#) | ($) | (#) | ($) | (#) | ($) | ($) |
2,000 | 367,000 | - | - | 26,791 / 27,454 | 4,916,148 | 5,283,148 |
Total Ownership as Multiple of Retainer as at the end of Fiscal 2026(3)
(Target: 3x annual retainer): 30.6x
DIRECTOR COMPENSATION Director Compensation PolicyEach director who is not a member of the management of the Corporation (each a "non-executive director") is eligible to receive compensation under the Director Compensation Policy. Neil Rossy does not receive any compensation from the Corporation for his services as director. For further details on his compensation as President and Chief Executive Officer, see "Compensation Discussion and Analysis - Summary Compensation Table".
The Director Compensation Policy is reviewed by the HRCC on a regular basis to determine whether (i) it is competitive in order to attract and retain the most qualified individuals to serve on the Board of Directors and its committees, (ii) it provides appropriate compensation for the responsibilities assumed by the directors, and (iii) it aligns the interests of the directors with the long-term interests of the Corporation's shareholders.
During Fiscal 2026, the HRCC retained the services of Gallagher Quebec Compensation Inc. ("Gallagher") to provide independent advice and services with respect to director compensation matters and to conduct a review of the Director Compensation Policy, among other things. Increases to director compensation to align with market practices were proposed and approved by the HRCC in December 2025, the whole effective for the fiscal year ending January 31, 2027 ("Fiscal 2027").
The following table summarizes the terms of the Director Compensation Policy applicable for Fiscal 2026 and Fiscal 2027.
Compensation Component(1) | Fiscal 2026 | Fiscal 2027 |
Annual Cash Retainer(2) | ||
Chairman | $220,000 | $227,000 |
Other Non-Executive Directors | $80,000 | $84,000 |
Annual Equity Retainer(3) | ||
Chairman | $130,000 | $134,000 |
Other Non-Executive Directors | $92,500 | $97,000 |
Committee Chair Cash Retainer(2) | ||
Audit Committee | $25,000 | $32,500 |
HRCC | $21,500 | $22,500 |
NGC | $16,000 | $17,000 |
Committee Member Cash Retainer(2) | ||
Audit Committee | $11,500 | $12,000 |
HRCC | $11,500 | $12,000 |
NGC | $8,500 | $9,000 |
(1) Travel fees as well as out-of-pocket expenses incurred by non-executive directors in attending board meetings, committee meetings and shareholders meetings and in the performance of other duties as directors of the Corporation are also reimbursed by the Corporation.
(2) The annual cash retainer, the committee chair cash retainer and the committee member cash retainer (collectively, the "Cash Retainer")
are paid on a quarterly basis.
(3) The annual equity retainer consists of an award of DSUs under the Corporation's Deferred Share Unit Plan, as further described below.
Deferred Share Unit Plan for Non-Executive DirectorsThe Deferred Share Unit Plan (the "DSU Plan"), introduced in December 2014, provides non-executive directors with the opportunity to receive compensation in the form of equity and participate in the long-term success of the Corporation. The DSU Plan aims to promote a greater alignment of interests between directors and shareholders for the duration of each director's tenure.
Annual Equity Retainer
Non-executive directors receive an annual equity retainer consisting of DSUs on the first day of each fiscal year. DSUs comprising the annual equity retainer vest on the first anniversary of the date of grant, together with additional DSUs credited as dividend equivalents in respect of such annual DSUs.
Election to Receive Cash Compensation in DSUs
In addition to the annual equity retainer, non-executive directors may elect to receive all or a portion of their Cash Retainer in the form of DSUs. If so elected, the Corporation credits to the director's notional account, on a quarterly basis, such number of DSUs equal to the amount that the director elects to receive in the form of DSUs divided by the volume weighted average trading price of the common shares on the TSX for the five (5) trading days ending on the last business day of each fiscal quarter. Dividend equivalents in the form of additional DSUs that are equal in value to dividends paid on common shares are also credited to the director's notional account on each dividend payment date based on the number of DSUs in such director's notional account as of the dividend record date. DSUs credited to a director's notional account as a result of the election by such director to receive all or a portion of his or her cash compensation in the form of DSUs vest immediately. The election to receive all or a portion of the Cash Retainer in the form of DSUs is made prior to the beginning of a fiscal year and is irrevocable for that fiscal year.
For Fiscal 2026, all of the Corporation's non-executive directors elected to receive 100% of their Cash Retainer in the form of DSUs, except Gregory David who elected to receive 50% of his Cash Retainer in the form of DSUs and Stephen Gunn and Huw Thomas who elected to receive the full amount in cash. All three of them hold common shares of the Corporation and/or vested DSUs with a current value significantly exceeding the threshold set under the Director Share Ownership Guidelines. For further details on equity ownership, refer to each nominee's profile under "Nominees for Election to the Board of Directors - Director Share Ownership Guidelines".
Redemption
DSUs credited to a director's notional account remain in such account for as long as he or she is a director and they can only be redeemed following the director's resignation from the Board of Directors or death, either, at the Corporation's sole discretion, (i) in cash based on the volume weighted average trading price of the common shares on the TSX for the five (5) trading days immediately preceding the date of redemption or death, as applicable, or (ii) in common shares to be acquired on the open market by the Corporation, in each case net of any applicable tax withholdings. The DSU Plan is not dilutive. DSUs granted as part of the annual equity retainer vest on the first anniversary of the date of grant, whereas DSUs granted in lieu of the Cash Retainer pursuant to a director's election vest immediately upon being granted.
Total Compensation for Non-Executive DirectorsThe following table provides information regarding the compensation earned by non-executive directors during Fiscal 2026.
Allocation of Total Compensation(5) Cash Retainers(2) Share-Based Awards(3)(4)(5) All Other Compensation Total Compensation In Cash In DSUsName(1) | ($) | ($) | ($) | ($) | ($) | ($) | ||||||||
J. Bekenstein | 91,500 | 92,500 | - | 184,000 | - | 184,000 | ||||||||
G. David | 80,000 | 92,500 | - | 172,500 | 40,000 | 132,500 | ||||||||
E. Garcia | 100,000 | 92,500 | - | 192,500 | - | 192,500 | ||||||||
S. Gunn | 247,500 | 130,000 | - | 377,500 | 247,500 | 130,000 | ||||||||
K. Mugford | 113,000 | 92,500 | - | 205,500 | - | 205,500 | ||||||||
N. Nomicos | 91,500 | 92,500 | - | 184,000 | - | 184,000 | ||||||||
S. Sakhia | 91,500 | 92,500 | - | 184,000 | - | 184,000 | ||||||||
T. Sweeney | 100,000 | 92,500 | - | 192,500 | - | 192,500 | ||||||||
H. Thomas | 113,500 | 92,500 | - | 206,000 | 113,500 | 92,500 |
(1) No compensation is paid to Neil Rossy, the Corporation's President and Chief Executive Officer, for his service as director.
(2) Includes the Chairman retainer, the non-executive director retainers, the committee chair retainers and the committee member retainers, as applicable.
(3) The value disclosed in this column consists of the grant date value of the annual equity retainers paid in DSUs on February 3, 2025, the first day of Fiscal 2026, to all non-executive directors.
(4) No options were granted to non-executive directors since the adoption of the DSU Plan in December 2014.
(5) In addition to the annual equity retainer disclosed under "Share-Based Awards", non-executive directors may elect to receive all or a portion of their Cash Retainers in DSUs. See "Deferred Share Unit Plan for Non-Executive Directors - Election to Receive Cash Compensation in DSUs" above.
Share-Based Awards - Value Outstanding at Year EndThe following table summarizes the number and the value of DSUs held by non-executive directors as at the end of Fiscal 2026. No option grants were made to non-executive directors after the adoption of the DSU Plan in December 2014. There were no options outstanding as at the end of Fiscal 2026 as all options that had been granted were exercised.
Number of Shares or Units of Shares that have not Vested | Market or Payout Value of Share-Based Awards that have not Vested | Market or Payout Value of Vested Share-Based Awards not Paid out or Distributed(1) | |||||
Name | (#) | ($) | ($) | ||||
J. Bekenstein | - | - | 5,871,633 | ||||
G. David | - | - | 4,168,569 | ||||
E. Garcia | - | - | 5,539,498 | ||||
S. Gunn | - | - | 2,916,916 | ||||
K. Mugford | - | - | 3,615,133 | ||||
N. Nomicos | - | - | 5,929,346 | ||||
S. Sakhia | - | - | 1,415,335 | ||||
T. Sweeney | - | - | 674,362 | ||||
H. Thomas | - | - | 4,916,148 | ||||
(1) The value of a DSU when redeemed for cash is equivalent to the volume weighted average trading price of the common shares of the Corporation on the TSX for the five trading days immediately preceding the date of redemption. However, for the purposes of this Circular, the total value of vested DSUs is calculated based on the closing price of the common shares ($183.50) on January 30, 2026, being the last trading day of Fiscal 2026. DSUs granted at the end of each quarter to non-executive directors who elected to receive all or a portion of the cash component of their compensation in DSUs in lieu of cash vest immediately upon being granted. DSUs are only redeemed upon the non-executive director ceasing to act as director of the Corporation for any reason, including by death, disability, retirement or resignation.
Share-Based Awards - Value Vested During the YearThe following table provides a summary of the value of share-based awards vested during Fiscal 2026.
Share-Based Awards - Value Vested During Fiscal 2026(1)Name | ($) | |||
J. Bekenstein | 106,430 | |||
G. David | 50,279 | |||
E. Garcia | 114,137 | |||
S. Gunn | 6,973 | |||
K. Mugford | 122,761 | |||
N. Nomicos | 106,613 | |||
S. Sakhia | 95,603 | |||
T. Sweeney | 102,393 | |||
H. Thomas | 11,744 |
(1) DSUs granted at the end of each quarter to non-executive directors who elected to receive all or a portion of their Cash Retainers in the form of DSUs vest immediately upon being granted whereas DSUs comprising the annual equity retainer vest on the first anniversary of the date of grant. The value of a DSU when redeemed for cash is equivalent to the volume weighted average trading price of the common shares of the Corporation on the TSX for the five trading days immediately preceding the date of redemption. However, for the purposes of this Circular, the total value of vested DSUs is calculated based on the closing price of the common shares ($183.50) on January 30, 2026, being the last trading day of Fiscal 2026.
DIRECTOR SHARE OWNERSHIP GUIDELINESUpon recommendation of the NGC, the Board of Directors adopted Director Share Ownership Guidelines in order to better align directors' interests with shareholders' interests. Under the guidelines, each non-executive director is required to accumulate at least three times the value of the annual retainer for board membership (including cash and equity), being $172,500 for Fiscal 2026 ($181,000 as of Fiscal 2027), representing a total value of $517,500 ($543,000 as of Fiscal 2027), in common shares, unexercised vested options and/or vested DSUs within five years following such director's election or appointment to the Board of Directors. Each non-executive director is required to continue to hold such minimum value in common shares, unexercised vested options and/or vested DSUs throughout the remainder of his or her tenure as director.
The Director Share Ownership Guidelines also prohibit directors from entering into any transaction that would operate as a hedge against, or would offset a decrease in market value of, such director's ownership position. See "Nominees for Election to the Board of Directors - Description of Proposed Director Nominees" for information concerning the individual holdings of the director nominees and their respective level of attainment of the Director Share Ownership Guidelines. Neil Rossy is subject to the Executive Share Ownership Guidelines rather than the Director Share Ownership Guidelines as he is not compensated for his role as director. See "Compensation Discussion and Analysis - Executive Share Ownership Guidelines".
CEASE TRADE ORDERS OR BANKRUPTCIESTo the knowledge of the Corporation, none of the proposed nominees for election to the Board of Directors:
is, as at the date of this Circular, or has been, within the 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that,
was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.
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Dollarama Inc. published this content on May 06, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 06, 2026 at 23:47 UTC.
