High Liner Foods Incorporated : 1st Quarter (HLF Q1 2025 Filing Package FINAL)

FIRST QUARTER REPORT TO SHAREHOLDERS

Thirteen weeks ended March 29, 2025

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the thirteen weeks ended March 29, 2025

(All amounts are in United States dollars unless otherwise stated)

TABLE OF CONTENTS

Introduction................................................................................................................................................. 1

Forward-Looking Statements.................................................................................................................... 1

Company Overview .................................................................................................................................... 3

Recent Developments.................................................................................................................................. 4

Performance ................................................................................................................................................ 5

Results by Quarter...................................................................................................................................... 9

Business Acquisition, Integration and Other Expense............................................................................ 10

Finance Costs............................................................................................................................................... 10

Income Taxes............................................................................................................................................... 10

Outlook ........................................................................................................................................................ 10

Contingencies .............................................................................................................................................. 11

Liquidity and Capital Resources............................................................................................................... 11

Related Party Transactions........................................................................................................................ 16

Non-IFRS Financial Measures .................................................................................................................. 16

Governance.................................................................................................................................................. 20

Accounting Estimates and Standards ....................................................................................................... 20

Risk Factors................................................................................................................................................. 21

INTRODUCTION

This Management's Discussion and Analysis ("MD&A"), dated May 13, 2025, relates to the consolidated financial condition and results of operations of High Liner Foods Incorporated for the thirteen weeks ended March 29, 2025, compared to the thirteen weeks ended March 30, 2024. Throughout this discussion, "We", "Us", "Our", "Company" and "High Liner Foods" refer to High Liner Foods Incorporated and its businesses and subsidiaries.

This document should be read in conjunction with the Company's 2024 Annual Consolidated Financial Statements, 2024 Annual MD&A, and Unaudited Condensed Interim Consolidated Financial Statements as at and for the thirteen weeks ended March 29, 2025 ("Condensed Consolidated Financial Statements"), prepared in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting. The information contained in this document, including forward-looking statements, is based on information available to Management as of May 13, 2025, except as otherwise noted.

Currency

All amounts in this MD&A are in United States dollars ("USD") unless otherwise noted. Although the functional currency of High Liner Foods' Canadian company (the "Parent") is the Canadian dollar ("CAD"), management believes the USD presentation better reflects the Company's overall business activities and improves investors' ability to compare the Company's consolidated financial results with other publicly traded businesses in the packaged foods industry (most of which are based in the United States ("U.S.") and report in USD) and should result in less volatility in reported sales and income on the conversion into the presentation currency.

For the purpose of presenting the Condensed Consolidated Financial Statements in USD, CAD-denominated assets and liabilities in the Parent's operations are converted using the exchange rate at the reporting date, and revenue and expenses are converted at the average exchange rate of the month in which the transaction occurs. As such, foreign currency fluctuations affect the reported values of individual lines on our balance sheet and income statement. When the USD strengthens (weakening CAD), the reported USD values of the Parent's CAD-denominated items decrease in the Condensed Consolidated Financial Statements, and the opposite occurs when the USD weakens (strengthening CAD).

In some parts of this document, the impact of foreign currency fluctuations are discussed to demonstrate how changes in the exchange rate effect operating results. The Company's share price and dividend rate are referenced in the CAD functional currency in parts of this document, as the Company's shares are traded and dividends are paid in Canadian dollars.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this MD&A constitute "forward-looking information" within the meaning of applicable securities laws, including the provincial securities laws in Canada, and are based on expectations, estimates and projections as of the date on which the statements are made in this MD&A. These statements relate to future events or future performance and reflect the Company's expectations and assumptions regarding the growth, results of operations, performance, business prospects and opportunities of the Company. Forward-looking statements are often, but not always, identified by the use of words such as "may", "would", "could", "will", "should", "expect", "expects", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential", "pursue", "continue", "seek", or the negative of these terms or other similar expressions concerning matters that are not historical facts. Specific forward-looking statements in this MD&A include, but are not limited, to statements regarding: imposed and threatened tariffs, including in the U.S. and Canada, and the impact, timing and resolution thereof; future growth strategies and their impact on the Company's market share and shareholder value; sustainability goals and targets; achievement, and timing of achievement, of strategic goals and publicly stated financial targets, including to increase our market share, acquire and integrate other businesses and reduce operating and supply chain costs; the ability to develop new and innovative products that result in increased sales and market share; increased demand for the Company's products whether due to the recognition of the health benefits of

seafood or otherwise; inflation, changes in costs for seafood and other raw materials; increases or decreases in processing costs; the USD/CAD exchange rate; percentage of sales from the Company's brands; expectations with regards to sales volume, earnings, product margins, product innovations, brand development and anticipated financial performance; competitor reaction to Company strategies and actions; impact of price increases or decreases on future profitability; sufficiency of working capital facilities; future income tax rates; the expected amount and timing of integration activities related to acquisitions; expected leverage levels and expected Net Debt to Adjusted EBITDA; demand expectations; sales of new product; the efficiency of plant production; economic and geopolitical conditions such as Russia's invasion of Ukraine and the implementation and/or expansion of related sanctions; impact of the inflationary environment; expected amount and timing of cost savings related to the optimization of the Company's structure; estimated capital spending; future inventory trends and seasonality; market forces and the maintenance of existing customer and supplier relationships; availability of credit facilities; the projection of excess cash flow and minimum repayments under the Company's long-term loan facility; expected decreases in debt-to-capitalization ratio; dividend payments; the amount and timing of the capital expenditures in excess of normal requirements to allow the movement of production between plants; expectations regarding the potential future impact of a global pandemic on the Company's operations and performance, customer and consumer behavior and economic patterns; mergers and acquisitions and other investment and growth strategies; product innovation and distribution, consumer preferences and purchasing decisions; growth in alternative species and other diversification of products and the Company's supply chain; the markets and industries in which the Company operates; and the business strategies and operational activities of the Company.

Forward-looking statements are necessarily based upon management's perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by management as of the date on which the statements are made in this MD&A, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being incorrect. In addition to any other factors and assumptions set forth in this MD&A, the material factors and assumptions used to develop the forward-looking information include, but are not limited to: availability, demand and prices of raw materials, energy and supplies; the ability of the Company to mitigate the impacts of tariffs; expectations with regards to sales volume, earnings, product margins, product innovations, brand development and anticipated financial performance; the ability to develop new and innovative products that result in increased sales and market share; the maintenance of existing customer and supplier relationships; manufacturing facility efficiency; the ability of the Company to reduce operating and supply chain costs; the condition of the Canadian and American economies; product pricing; foreign exchange rates, especially the rate of exchange of the CAD to the USD; the ability to attract and retain customers; operating costs and improvement to operating efficiencies; interest rates; continued access to capital; the competitive environment and related market conditions; and the general assumption that none of the risks identified below or elsewhere in this document will materialize.

Forward-looking information is inherently subject to risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections, or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A number of known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, could cause actual events, performance, or results to differ materially from what is projected in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, but are not limited to: compliance with food safety laws and regulations; timely identification of and response to events that could lead to a product recall; volatility in the CAD/USD exchange rate; competitive developments including increases in overseas seafood production and industry consolidation; ability to import seafood into North America while adhering to updated government sanctions; ability to adapt to regulatory changes and increase flexibility on seafood substitutions in certain products with customers; availability and price of seafood raw materials and finished goods and the impact of geopolitical events (and related economic sanctions) on the same; tariffs, trade wars and other trade barriers (including in the U.S. and Canada) and the associated impacts, including on certain seafood products and other supplies; costs of commodity products, freight, storage and other production inputs, and the ability to pass cost increases on to customers; successful integration of acquired

operations and other acquisition-related risk; potential increases in maintenance and operating costs; shifts in market demands for seafood; performance of new products launched and existing products in the market place; changes in laws and regulations, including environmental, taxation and regulatory requirements; technology changes with respect to production and other equipment and software programs; enterprise resource planning system risk; adverse impacts of cybersecurity attacks or breach of sensitive information; supplier fulfillment of contractual agreements and obligations; competitor reactions; completion and/or advancement of sustainability initiatives, including, without limitation, initiatives relating to the carbon workplan, waste reduction and/or seafood sustainability and traceability initiatives; High Liner Foods' ability to generate adequate cash flow or to finance its future business requirements through outside sources; credit risk associated with receivables from customers; volatility associated with the funding status of the Company's post-retirement pension benefits; adverse weather conditions and natural disasters; the availability of adequate levels of insurance; management retention and development; economic and geopolitical conditions such as Russia's invasion of Ukraine and the implementation and/or expansion of related sanctions; and the potential impact of a pandemic outbreak of a contagious illness, on general economic and business conditions and therefore the Company's operations and financial performance. In evaluating these forward-looking statements, investors and prospective investors should specifically consider these and various other risks, uncertainties and other factors which may cause actual events, performance, or results to differ materially from any forward-looking statement and not put undue reliance on forward-looking statements.

The risk factors below are not intended to represent a complete list of the factors that may affect the Company and its forward-looking statements. For further details concerning these factors and other risks applicable to the Company refer to our 2024 Annual MD&A.

There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are made as of the date of this MD&A or, in the case of documents referenced herein, as of the date of such documents and are provided for the purpose of providing information about management's expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. All forward-looking statements in this MD&A are qualified by these cautionary statements.

COMPANY OVERVIEW

High Liner Foods, through its predecessor companies, has been in business since 1899 and has been a publicly traded Canadian company since 1967, trading under the symbol 'HLF' on the Toronto Stock Exchange ("TSX"). We are a leading North American processor and marketer of value-added (i.e. processed) frozen seafood, producing a wide range of products from breaded and battered items to seafood entrées, that are sold to North American food retailers and foodservice distributors. In addition, we are a major supplier of commodity products in the North American market. The retail channel includes grocery and club stores, and our products are sold throughout the U.S. and Canada under the High Liner, Fisher Boy, Sea Cuisine, C. Wirthy and Catch of the Day labels. The foodservice channel includes sales of seafood that is usually eaten outside the home, and our branded products are sold through distributors to restaurants and institutions under the High Liner, Mirabel, Icelandic Seafood1and FPI labels. The Company is also a major supplier of private-label value-added frozen premium seafood products to North American food retailers and foodservice distributors.

We own and operate three food-processing plants located in Lunenburg, Nova Scotia ("N.S."), Portsmouth, New Hampshire, and Newport News, Virginia.

1 In December 2011, as part of the acquisition of the U.S. subsidiary of Icelandic Group h.f, the Company acquired several brands and agreed to a seven year royalty-free licensing agreement with Icelandic Group for the use of the Icelandic Seafood brand in the U.S., Canada and Mexico. In April 2018, the Company executed a seven-year brand license agreement for the continued use of the Icelandic Seafood brand in the U.S. and Canada with royalty payments effective January 2019 (1.5% on net sales of products sold under the Icelandic Seafood brand).

Although our roots are in the Atlantic Canadian fishery, we purchase all our seafood raw materials and some finished goods from around the world. From our headquarters in Lunenburg, N.S., we have transformed our long and proud heritage into global seafood expertise. We deliver on the consumers' expectations by selling seafood products that respond to their demands for sustainable, convenient, tasty, and nutritious seafood, at good value.

Additional information relating to High Liner Foods, including our most recent Annual Information Form ("AIF"), is available on SEDAR+ at https://www.sedarplus.ca and in the Investors section of the Company's website at https://www.highlinerfoods.com.

RECENT DEVELOPMENTS

Tariffs

In September 2018, the U.S. Trade Representative ("USTR") commenced trade discussions with China that resulted in various actions impacting the Company related to additional tariffs on goods imported to the U.S., including a 25% tariff on certain raw material imports (the "2018 US-China Tariffs"). During March 2022, the Company received notice of approval of an exclusion extension request submitted to the USTR regarding tariffs on certain goods imported to the U.S. from China. The extension applied to tariffs already incurred, or that would otherwise have been incurred, on specific goods from October 12, 2021 to December 31, 2022. Since December 16, 2022 the USTR has extended this exclusion multiple times, including most recently on May 25, 2024, which further extended the exclusion to May 31, 2025, which will allow for further consideration under the statutory four-year review.

On February 1, 2025, an Executive Order was signed by the U.S. President enacting a 10% tariff on all Chinese imports, effective February 4, 2025 (the "2025 US-China Tariffs"). This tariff was increased by an additional 10% on March 4, 2025. The Executive Order also introduced a 25% tariff on most Canadian imports (the "2025 US-Canada Tariffs"), excluding Canadian energy products, which are subject to a 10% tariff. In response, the Canadian government announced retaliatory measures (the "2025 Canada-US Tariffs"), including a 25% tariff on CAD$155 billion worth of U.S. goods, with CAD$30 billion effective February 4, 2025, and the remainder delayed by 21 days to allow businesses time to adjust. On February 3, 2025, it was announced that implementation of the 2025 US-Canada Tariffs and most of the 2025 Canada-US Tariffs would be delayed, with the exception of the CAD$30 billion tranche of Canadian tariffs. On April 2, 2025 the U.S. announced reciprocal tariffs declaring a 10 percent baseline tariff on imports from all countries, as well as higher rates for additional countries that run trade surpluses with the U.S., which higher rates were subsequently delayed until July 9, 2025. On April 10, 2025 the U.S. issued increased "reciprocal" tariffs on certain goods from China totaling 170% (including all other applicable tariffs).

The Company is actively assessing the impact of these evolving tariff regimes on its global supply chain, cost structure, macroeconomic environment and customer and consumer sentiment. While the full financial implications are still being evaluated, preliminary analysis indicates that these new tariffs could materially increase the cost of certain imported raw materials and finished goods, in addition to other potential impacts. The Company continues to implement mitigation strategies-including pricing adjustments, supply chain optimization, and sourcing diversification-to reduce the impact on its operations and customers.

The Company will continue to monitor trade developments and adjust its mitigation strategies as necessary to address additional tariff risks or policy changes that may arise in 2025. However, the amount and timing for implementation of the tariffs described above and their impact on the Company, its supply chains, and the macroeconomic environment are inherently difficult to predict given the high level of uncertainty regarding trade negotiations and responses that may occur in the future.

Investment in Andfjord Salmon AS and Norcod AS

In March 2025, High Liner Foods completed additional investments in two leading aquaculture companies of which it is a shareholder, Norcod AS ("Norcod") and Andfjord Salmon Group AS ("Andfjord"). The Company invested an additional $10.7 million in Andfjord and $7.1 million in Norcod in exchange for 3,262,786 common shares of

Andfjord and 6,250,000 common shares of Norcod, representing a total ownership, post additional investment, of approximately 8.1% and 18.5% of the total shares of Andfjord and Norcod, respectively. These investments are in addition to the previously disclosed investments made in Andfjord and Norcod in 2024.

The Company believes these investments align with High Liner Foods' long-term growth strategy, including gaining exposure to salmon and cod aquaculture. These investments support Norcod and Andfjords' continued growth, innovation and expansion, while preserving High Liner Food's strategic ownership stake.

PERFORMANCE

This discussion and analysis of the Company's financial results focuses on the performance of the consolidated North American operations, the Company's single operating and reporting segment.

Seasonality

Overall, the first quarter of the year is historically the strongest for both sales and profit, and the second quarter is the weakest. Both our retail and foodservice businesses traditionally experience a strong first quarter due to retailers and restaurants promoting seafood during the Lenten period. As such, the timing of Lent can impact our quarterly results. Lent began later in 2025 than in the prior year, starting in early March and extending into April. As a result, a portion of the typical seasonal lift associated with Lent shifted from the first quarter into the second quarter, which impacted the year-over-year comparability of the Q1 2025 performance, and is expected to impact the year-over-year comparability of the Q2 2025 performance.

A significant percentage of advertising and promotional activity is typically done in the first quarter. Customer-specific promotional expenditures such as trade spending, listing allowances and couponing are deducted from "Sales" and non-customer-specific consumer marketing expenditures are included in selling, general and administrative expenses.

Inventory levels fluctuate throughout the year, most notably increasing to support strong sales periods such as the Lenten period. In addition, the timing of ordering raw materials is earlier than typically required in order to have adequate quantities available during the seasonal closure of plants in Asia during the Lunar New Year period. These events typically result in significantly higher inventories in December, January, February and March than during the rest of the year.

Consolidated Performance

The table below summarizes key consolidated financial information for the relevant periods.

Thirteen weeks ended (in $000s, except sales volume, per share amounts, percentage
amounts, and exchange rates)	March 29, 2025	March 30, 2024	Change
Sales volume (millions of lbs)	66.0	67.0	(1.0)
Average foreign exchange rate (USD/CAD)	1.4349	1.3486	$ 0.0863
Sales	$ 268,436	$ 276,972	$ (8,536)
Gross profit	$ 63,500	$ 65,455	$ (1,955)
Gross profit as a percentage of sales	23.7%	23.6%	0.1%
Distribution expenses	$ 12,490	$ 12,276	$ 214
Selling, general and administrative expenses	$ 26,496	$ 26,394	$ 102
Adjusted EBITDA (1)	32,147	$ 34,240	$ (2,093)
Adjusted EBITDA as a percentage of sales	12.0%	12.4%	(0.4%)
Net income	$ 15,295	$ 16,598	$ (1,303)
Basic Earnings per Share ("EPS")	$ 0.51	$ 0.49	$ 0.02
Diluted EPS	$ 0.51	$ 0.49	$ 0.02
Adjusted Net Income (1)	16,554	$ 18,590	$ (2,036)
Adjusted Diluted EPS (1)	0.55	$ 0.55	$ -
Total assets	$ 864,782	$ 819,304	$ 45,478
Total long-term financial liabilities	$ 252,448	$ 246,980	$ 5,468
Dividends paid per common share (in CAD)	$ 0.17	$ 0.15	$ 0.02

(1)Refer to the Non-IFRS Financial Measures section starting on page 16 for further explanation of Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS.

Sales

Sales volume for the thirteen weeks ended March 29, 2025, or the first quarter of 2025, decreased by 1.0 million pounds, or 1.5%, to 66.0 million pounds compared to 67.0 million pounds in the thirteen weeks ended March 30, 2024, due mainly to the impact of a later Lenten timing, as well as traffic slowdown in foodservice with consumers continuing to pull back on dining outside the home. This was partially offset however, by growth in our contract manufacturing business and an increase in volume in our retail business, where the Company's targeted approach to

value-driven promotions and innovations is supporting expanded distribution, especially in the growing club channel. The Company also saw continued high customer demand for alternative species.

Sales in the first quarter of 2025 decreased by $8.6 million, or 3.1%, to $268.4 million compared to $277.0 million in the same period last year, driven by the previously mentioned volume decline in foodservice, the largest part of our business, as well as product mix, partially offset by pricing, expanded distribution and increased volumes in retail, as well as contract manufacturing growth.

The weaker Canadian dollar in the first quarter of 2025 compared to the same period in 2024 decreased the value of USD sales from our CAD-denominated operations by approximately $3.5 million relative to the conversion impact last year.

Gross Profit

Gross profit decreased in the first quarter of 2025 by $2.0 million, or 3.1%, to $63.5 million compared to $65.5 million in the same period in 2024, however gross profit as a percentage of sales increased to 23.7% compared to 23.6%. The decrease in gross profit reflects the decrease in sales and increased promotional activity, partially mitigated by favourable pricing, reflected in the improved gross profit as a percentage of sales. High Liner Foods continues to drive improvements across operations to ensure prudent cost management.

In addition, the weaker Canadian dollar decreased the value of reported USD gross profit from our Canadian operations in 2025 by $0.9 million relative to the conversion impact last year.

Distribution Expenses

Distribution expenses, consisting of freight and storage, increased in the first quarter of 2025 by $0.2 million or 1.6% to $12.5 million compared to $12.3 million in the same period in the prior year reflecting increased storage costs, partially offset by lower freight costs resulting from favourable freight rates and lower sales volume. As a percentage of sales, distribution expenses increased to 4.7% in the first quarter of 2025 compared to 4.4% in the same period in 2024.

Selling, General and Administrative ("SG&A") Expenses
				Thirteen weeks ended
(Amounts in $000s)		March 29, 2025		March 30, 2024
SG&A expenses, as reported	$	26,496	$	26,394
Less:
Share-based compensation expense (1)		1,588		1,839
Depreciation and amortization expense (1)		2,439		2,345
SG&A expenses, net (2)	$	22,469	$	22,210
SG&A expenses, net as a percentage of sales		8.4%		8.0%

(1)Represents share-based compensation expense and depreciation and amortization expense that is allocated to SG&A only. The remaining expense is allocated to the cost of sales and distribution expenses.

(2)Net SG&A expenses is a non-IFRS financial measure representing the selling, general and administrative expenses that impact Adjusted EBITDA. Refer to the Non-IFRS Financial Measures section starting on page 16 for further explanation of Adjusted EBITDA.

SG&A expenses increased in the first quarter of 2025 by $0.1 million to $26.5 million compared to $26.4 million in the same period last year. SG&A expenses included share-based compensation expense of $1.6 million in the first quarter of 2025, compared with an expense of $1.8 million in the first quarter of 2024, primarily due to a lower change in the weighted average share price compared to the prior year and foreign currency translation impacts on

CAD-based awards. SG&A expenses also included depreciation and amortization expense of $2.4 million in the first quarter of 2025 compared to $2.3 million in the same period in 2024.

Excluding share-based compensation and depreciation and amortization expenses, SG&A expenses is relatively flat with only a small increase in the first quarter of 2025 of $0.3 million to $22.5 million compared to $22.2 million in the same period last year. This is due to an increase in consulting and professional fees, as well as salaries, benefits and other human resources-related costs, which was partially offset by a reduction in consumer marketing, information technology and insurance expenses. As a percentage of sales, SG&A excluding share-based compensation and depreciation and amortization expense was 8.4% in the first quarter of 2025 compared to 8.0% in the same period last year.

Adjusted EBITDA

We refer to Adjusted EBITDA throughout this MD&A in discussing our results for the thirteen weeks ended March 29, 2025. See the Non-IFRS Financial Measures section starting on page 16 for further explanation of this non-IFRS measure.

Adjusted EBITDA decreased in the first quarter of 2025 by $2.1 million, or 6.1%, to $32.1 million compared to

$34.2 million in the same period in the prior year. As a percentage of sales, Adjusted EBITDA decreased to 12.0% compared to 12.4%. The decrease in Adjusted EBITDA reflects the decrease in gross profit, increased net SG&A expenses and increased distribution expenses, all discussed previously.

The weaker Canadian dollar decreased the value of reported Adjusted EBITDA in USD from our Canadian operations in 2025 by $0.4 million relative to the conversion impact last year.

Net Income

We refer to Adjusted Net Income and Adjusted Diluted EPS throughout this MD&A. See the Non-IFRS Financial Measures section starting on page 16 for further explanation of these non-IFRS measures.

Net income decreased in the first quarter of 2025 by $1.3 million, or 7.8%, to net income of $15.3 million ($0.51 per diluted share) compared to net income of $16.6 million ($0.49 per diluted share) in the same period in the prior year. The decrease in net income reflects the decrease in Adjusted EBITDA outlined above and higher income taxes, offset with a decrease in finance costs and business acquisition, integration, and other expense.

In the first quarter of 2025, net income included "business acquisition, integration and other expense" (as explained in the Business Acquisition, Integration and Other Expense below) related to certain non-routine expenses. Excluding the impact of these non-routine items or other non-cash expenses and share-based compensation, Adjusted Net Income in the first quarter of 2025 decreased by $2.0 million, or 10.8%, to $16.6 million compared to

$18.6 million in the same period in the prior year.

Adjusted Diluted EPS remained unchanged at $0.55 per share.

RESULTS BY QUARTER

The following table provides summarized financial information for the last nine quarters:

(Amounts in $000s, except
per share amounts)	Q1 2025	Q4 2024	Q3 2024	Q2 2024	Q1 2024	Q4 2023	Q3 2023	Q2 2023	Q1 2023
Sales	$ 268,436	$ 235,039	$ 228,884	$ 218,323	$ 276,972	$ 237,126	$ 259,699	$ 254,349	$ 329,164
Adjusted EBITDA (1)	$ 32,147	$ 23,782	$ 21,493	$ 23,824	$ 34,240	$ 21,887	$ 19,974	$ 22,032	$ 31,199
Net Income	$ 15,295	$ 5,928	$ 18,347	$ 19,291	$ 16,598	$ 6,416	$ 5,486	$ 5,887	$ 13,888
Adjusted Net Income (1)	$ 16,554	$ 12,533	$ 5,601	$ 11,237	$ 18,590	$ 7,293	$ 4,906	$ 10,044	$ 16,437
EPS, based on Net Income
Basic	$ 0.51	$ 0.20	$ 0.61	$ 0.59	$ 0.49	$ 0.19	$ 0.16	$ 0.18	$ 0.41
Diluted	$ 0.51	$ 0.20	$ 0.61	$ 0.59	$ 0.49	$ 0.20	$ 0.16	$ 0.17	$ 0.40

EPS, based on Adjusted Net Income (1)

Diluted (1) $ 0.55 $ 0.41 $ 0.20 $ 0.35 $ 0.55 $ 0.23 $ 0.14 $ 0.29 $ 0.48

Dividends paid per common share (CAD) $ 0.17 $ 0.17 $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.13 $ 0.13 $ 0.13 Net non-cash working capital (2) $ 268,584 $ 235,914 $ 241,392 $ 237,221 $ 262,840 $ 255,151 $ 306,131 $ 352,189 $ 388,476

(1)See the Non-IFRS Financial Measures section starting on page 16 for further explanation of Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS.

(2)Net non-cash working capital is a non-IFRS financial measure comprised of accounts receivable, inventories and prepaid expenses, less accounts payable and accrued liabilities, contract liabilities and provisions.

As discussed in the Performance section on page 5 of this MD&A, the first quarter of the year historically emerges as the peak period for both sales and profit. This pattern holds true for both our retail and foodservice businesses, strengthened by heightened seafood promotion during the Lenten period.

During the third quarter of 2024, the Company completed the early refinancing of its term loan facility. As the net present value of the cash flows of the modified debt are less than the carrying value of the original facility before the amendments, a one-time modification gain of $12.7 million was recorded as a reduction of the finance costs on the condensed consolidated statements of income during the third quarter of 2024.

During the second quarter of 2024, the Company recorded $9.8M in Business acquisition, integration and other expense (income) relating to the shares that were surrendered, and subsequently cancelled, in connection with the litigation settlement reached with the former shareholders of Rubicon. This amount is reflected in net income and earnings per share in the second quarter of 2024.

Throughout the first three quarters of fiscal 2023, net non-cash working capital levels were heightened, largely stemming from increased inventory investments aimed at mitigating global supply chain disruptions during fiscal 2022. Subsequently, as supply chain challenges eased, the Company progressively reduced inflated inventory levels, returning to normal inventory levels by the end of fiscal 2023.

BUSINESS ACQUISITION, INTEGRATION AND OTHER EXPENSE

The Company reports expenses associated with business acquisition and integration activities, and certain other non-routine costs separately in its condensed consolidated statements of income as follows:

Thirteen weeks ended

(Amounts in $000s)

March 29,

2025

March 30,

2024

Business acquisition, integration and other expense $ 123 $ 692

Business acquisition, integration and other expense for the thirteen weeks ended March 29, 2025, and March 30, 2024, also included certain non-routine expenses, such as legal and consulting fees, that are not representative of the Company's ongoing operational activities.

FINANCE COSTS

The following table shows the various components of the Company's finance costs:

Thirteen weeks ended
(Amounts in $000s)	March 29, 2025	March 30, 2024
Interest paid in cash during the period	$ 3,745	$ 5,955
Change in cash interest accrued during the period	(119)	(675)
Total interest to be paid in cash	3,626	5,280
Interest expense on lease liabilities	231	303
Deferred financing cost & net modification amortization	845	331
Total finance costs	$ 4,702	$ 5,914

Finance costs were $1.2 million lower in the first quarter of 2025 compared to the same period in the prior year primarily due to the lower principal balance outstanding on long-term debt and lower interest rates. This was partially offset by higher interest expense on bank loans due to higher balances outstanding.

INCOME TAXES

The Company's statutory tax rate for the thirteen weeks ended March 29, 2025 was 28.0% (thirteen weeks ended March 30, 2024: 28.1%). The Company's effective income tax rate for the thirteen weeks ended March 29, 2025 was an expense of 22.3% (thirteen weeks ended March 30, 2024: an expense of 17.7%). The higher effective tax rate for the thirteen weeks ended March 29, 2025, reflects the implications of the Global Minimum Tax. The effective tax rate remained lower than the statutory rate as a result of the Company's tax efficient financing structure offset with the implications of the Global Minimum Tax.

OUTLOOK

High Liner Foods remains focused on executing against its branded and value-added strategy and ongoing supply chain diversification as a means to enhance operational flexibility, reinforce its competitive positioning in a dynamic global seafood market and navigate the evolving global trade environment.

The Company's steady execution continued to deliver compelling value to our customers which, combined with the Company's diversified global supply chain, positions High Liner Foods well to build on the strong results that was seen in March and April. The Company is on track for a solid first half of the year and remains confident in its ability to deliver Adjusted EBITDA growth for 2025.

The Company continues to closely monitor the evolving global trade environment and leverage its diversified global supply chain and plants in both the U.S and Canada to mitigate potential impact of tariffs.

CONTINGENCIES

The Company has no material outstanding contingencies.

LIQUIDITY AND CAPITAL RESOURCES

The Company's condensed consolidated statements of financial position are affected by foreign currency fluctuations, the effect of which is discussed in the Introduction section on page 1 of this MD&A (under the heading "Currency") and in the Foreign Currency risk section in the Annual 2024 MD&A.

Our capital management practices are described in Note 24, "Capital management" in the 2024 Annual Consolidated Financial Statements.

Bank Loans ("Working Capital Credit Facility')

The Company has a $200.0 million asset-based working capital credit facility, with the Royal Bank of Canada as the Administrative and Collateral agent, which was amended on October 6, 2022, to increase the borrowing limit from

$150.0 million to $200.0 million. Additionally, on April 28, 2022, the working capital credit facility was amended to extend the term expiry from April 2023 to April 2027. The amendment also included a necessary update from LIBOR to Secured Overnight Financing Rate ("SOFR") based loans. The working capital credit facility requires the Company to maintain certain financial and non-financial covenants. The primary financial covenant requires the Company to maintain, on a continual basis, the average adjusted aggregate availability above a certain threshold, or otherwise a fixed charge coverage ratio above a specified threshold. As at March 29, 2025, the Company was in compliance with all of these covenants.

The rates provided by the working capital credit facility are noted in the following table, based on the "Average Adjusted Aggregate Availability" as defined in the credit agreement. The Company's borrowing rates as of March 29, 2025 are also noted in the following table:

Per Credit Agreement		As at March 29, 2025
Canadian Prime Rate, Canadian Base Rate and U.S. Prime Rate revolving loans, at their respective rates	plus 0.00% to 0.25%	plus 0.00%
CORRA revolving loans at CORRA rates (1)	plus 1.25% to 1.50%	plus 1.25%
SOFR revolving loans at SOFR rates (2)	plus 1.25% to 1.50%	plus 1.25%
Letters of credit, with fees	of 1.25% to 1.50%	of 1.25%
Standby fees required to be paid on the unutilized facility	of 0.25%	of 0.25%

(1)"CORRA" is defined as Canadian Overnight Repo Rate Average

(2)"SOFR" is defined as Secured Overnight Financing Rate

Average working capital credit facility balances outstanding during the first quarter of 2025 was $10.4 million compared to $9.3 million in the same period in the prior year. The $1.1 million increase in the average working capital credit facility is attributed to increased working capital requirements as a result of lower cash flows from operations (discussed below on page 13), particularly to support working capital requirements during the Lenten period.

As at March 29, 2025, the Company had $162.0 million of unused borrowing availability (March 30, 2024: $180.9 million), taking into account the current borrowing base and letters of credit, which reduce the availability under the working capital credit facility. On March 29, 2025, letters of credit and standby letters of credit were outstanding in

the amount of $6.6 million (March 30, 2024: $7.8 million) to secure certain contractual obligations, including those related to the Company's Supplemental Executive Retirement Plan ("SERP").

The working capital credit facility is asset-based and collateralized by the Company's inventories, accounts receivable and other personal property in North America. Under the Company's term loan facility, it is subject to a first charge on brands, trade names and related intangibles. A second charge over the Company's property, plant and equipment is also in place. Additional details regarding the Company's working capital credit facility are provided in Note 3 "Bank loans" to the Condensed Consolidated Financial Statements.

In the absence of any major acquisitions or significant adverse economic developments, we expect average working capital credit facility balances in Fiscal 2025 to be slightly higher than in Fiscal 2024, due to investments in working capital, and we believe the asset-based working capital credit facility should be sufficient to fund all the Company's anticipated cash requirements.

Long-Term Debt ("Term Loan Facility")

As at March 29, 2025, the Company had a $240.0 million term loan facility with an applicable interest rate of SOFR plus 3.25% (0.50% SOFR floor), maturing in July 2031.

Quarterly principal repayments of $1.5 million are required on the term loan as regularly scheduled repayments. On an annual basis, based on a leverage test, additional prepayments could be required of up to 50% of the previous year's defined excess cash flow ("mandatory prepayments"). Any mandatory and voluntary repayments after the refinancing are applied to future regularly scheduled principal repayments. During the thirteen weeks ended March 29, 2025, regularly scheduled repayments of $1.5 million were made. There are regularly scheduled repayments of $7.5 million to be paid in the next fifty-three weeks. There are no mandatory prepayments to be paid in 2025 related to excess cash flows from 2024. Substantially all tangible and intangible assets (excluding working capital) of the Company are pledged as collateral for the term loan. The term loan facility requires the Company to maintain certain financial and non-financial covenants. The primary financial covenant requires the Company to maintain a total leverage ratio below a specified threshold as of the last day of each quarterly reporting period. As at March 29, 2025, the Company was in compliance with all of these covenants.

During the thirteen weeks ended March 29, 2025, the Company had the following interest rate swaps outstanding to hedge interest rate risk resulting from the term loan facility:

Effective date

Maturity date

Receive floating rate

Pay fixed rate

Notional amount (millions)

Designated in a formal hedging relationship:

July 7, 2023	July 7, 2025	3-month SOFR (floor 0.75%)	4.9076 %	$ 40.0
January 6, 2023	July 6, 2026	3-month SOFR (floor 0.75%)	1.1500 %	$ 35.0
December 30, 2022	December 31, 2025	3-month SOFR (floor 0.75%)	1.0910 %	$ 20.0

As of March 29, 2025, the combined impact of the outstanding interest rate swaps listed above effectively fix the interest rate on $95.0 million of the $240.0 million face value of the term loan, while the remaining portion of the debt continues to be at variable interest rates. As such, we expect that there will be fluctuations in interest expense due to changes in interest rates when SOFR is higher than the embedded floor of 0.50%.

Additional details regarding the Company's term loan are provided in Note 4, "Long-term debt" to the Condensed Consolidated Financial Statements.

Net Debt

The Company's Net Debt (as calculated in the Non-IFRS Financial Measures section on page 19 of this MD&A) is comprised of the working capital credit and term loan facilities (excluding deferred finance costs and modification gains/losses) and lease liabilities, less cash. Net Debt increased by $41.5 million to $274.7 million at March 29, 2025, compared to $233.2 million at December 28, 2024, reflecting higher bank loans and a lower cash balance, partially offset by lower long-term debt and lease liabilities as at March 29, 2025, as compared to December 28, 2024.

Net Debt to Rolling fifty-two weeks Adjusted EBITDA (see the Non-IFRS Financial Measures section on page 19 of this MD&A) increased to 2.7x at March 29, 2025, compared to 2.3x at December 28, 2024, and 2.6x at December 30, 2023. The ratio has continued to remain below the Company's long-term target of 3.0x, however, during the fifty-two weeks ended March 29, 2025, the ratio increased due to higher net debt and lower Rolling fifty-two weeks Adjusted EBITDA compared to Fiscal 2024. In the absence of any major acquisitions or unplanned capital expenditures in 2025, we expect this ratio to continue to be lower than the Company's long-term target of 3.0x at the end of Fiscal 2025.

Fifty-two weeks ended (Amounts in $000s, except as otherwise noted) March 29, 2025 December 28, 2024
Net Debt	274,703	233,206
Adjusted EBITDA	101,246	103,339
Net Debt to Adjusted EBITDA ratio (times)	2.7	2.3

Capital Structure

At March 29, 2025, Net Debt was 40.1% of total capitalization compared to 36.6% at December 28, 2024.

(Amounts in $000s)	March 29, 2025	December 28, 2024	March 30, 2024
Net Debt	$ 274,703	$ 233,206	$ 244,690
Shareholders' equity	411,159	405,729	395,461
Unrealized gains on derivative financial instruments included in AOCI	(1,043)	(1,708)	(2,944)
Total capitalization	$ 684,819	$ 637,227	$ 637,207
Net Debt as a percentage of total capitalization	40.1%	36.6%	38.4%

Using our March 29, 2025 market capitalization of $347.1 million, based on the TSX closing share price of CAD$16.95 on March 28, 2025 (USD$11.87 equivalent), instead of the book value of equity, Net Debt as a percentage of total capitalization increased to 44.2% (March 30, 2024: 42.6%).

Cash Flow

Thirteen weeks ended
(Amounts in $000s)	March 29, 2025	March 30, 2024	Change
Net cash flows (used in) provided by operating activities	$ (10,632)	$ 17,499	$ (28,131)
Net cash flows provided by (used in) financing activities	16,341	(3,041)	19,382
Net cash flows used in investing activities	(20,786)	(7,382)	(13,404)
Foreign exchange decrease on cash	(163)	(505)	342
Net change in cash during the period	$ (15,240)	$ 6,571	$ (21,811)

Cash Flows from Operating Activities

Cash flows from operating activities were $28.1 million lower in the first quarter of 2025 compared to the same period in the prior year. The decrease is driven by lower cash flows from operations, higher income taxes paid and unfavourable changes in non-cash working capital balances, specifically a higher increase in accounts receivable balances compared to the prior year, and lower reductions in inventory, partially offset with increased accounts payable balances in the first quarter of 2025 compared to the same period last year, primarily due to the later timing of the Lenten period in 2025.

Cash Flows from Financing Activities

Cash flows provided by financing activities were $19.4 million higher in the first quarter of 2025 compared to the same period in the prior year mainly due an increase in bank loans, partially offset by an increase in cash outflows related to the repurchase of common shares and lower long-term debt repayments resulting from the refinancing of the Company's Term Loan in fiscal 2024.

Cash Flows from Investing Activities

Cash outflows from investing activities were $13.4 million higher in the first quarter of 2025 compared to the same period last year primarily due to the additional investments in Norcod and Andfjord in the first quarter of 2025 (refer to the Recent Developments section on page 4 for more details), and higher capital expenditures (see the Capital Expenditures section on page 15 of this MD&A).

Standardized Free Cash Flow

Standardized Free Cash Flow (see the Non-IFRS Financial Measures section on page 19 for further explanation of Standardized Free Cash Flow) for the fifty-two weeks ended March 29, 2025 decreased by $127.4 million to an inflow of $38.0 million compared to an inflow of $165.4 million for the fifty-two weeks ended March 30, 2024. This decrease reflects unfavourable changes in non-cash working capital balances, higher capital expenditures (as defined further below) and higher income taxes paid during the last fifty-two weeks. The decrease was partially offset by higher cash flows provided by operations, and lower cash outflows from interest paid during the fifty-two weeks ended March 29, 2025 as compared to the fifty-two weeks ended March 30, 2024.

Net Non-Cash Working Capital

(Amounts in $000s)	March 29, 2025 December 28, 2024 Change
Accounts receivable	$ 118,473 $ 92,218 $ 26,255
Inventories	282,361 289,162 (6,801)
Prepaid expenses	5,112 4,550 562
Accounts payable and accrued liabilities	(137,202) (149,895) 12,693
Provisions	(160) (121) (39)
Net non-cash working capital	$ 268,584 $ 235,914 $ 32,670
Net non-cash working capital consists	of accounts receivable, inventories and prepaid expenses, less accounts

payable and accrued liabilities, and provisions. Net non-cash working capital increased by $32.7 million to $268.6 million at March 29, 2025, as compared to $235.9 million at December 28, 2024, primarily reflecting higher accounts receivable and prepaid expenses, and lower accounts payable; partially offset by reduced inventory levels.

The Company's working capital requirements fluctuate during the year, usually peaking between December and March as our inventory is the highest at that time, as described in the "Seasonality" section on page 5 of this MD&A. Going forward we do expect the trend of inventory peaking between December and March to continue, and we believe we have sufficient availability on our working capital credit facility to finance our working capital requirements throughout the remainder of 2025.

Capital Expenditures

Capital expenditures consist of additions to the Company's property, plant and equipment (including computer software). For the first quarter of 2025, capital expenditures were $3.1 million, as compared to capital expenditures of $2.4 million during the first quarter of 2024.

Excluding strategic initiatives that may arise, management expects capital expenditures in 2025 will be between

$20.0 million to $24.0 million and funded by cash generated from operations and the working capital credit facility.

Dividends

The Company paid a CAD $0.17 per share quarterly dividend on March 15, 2025 to common shareholders of record on March 5, 2025.

On May 13, 2025, the Company's Board of Directors approved a quarterly dividend of CAD $0.17 per share on the Company's common shares, payable on June 15, 2025 to holders of record as of June 1, 2025. These dividends are considered "eligible dividends" for Canadian income tax purposes.

Dividends and Normal Course Issuer Bids ("NCIB"), if applicable, are subject to the following restrictions in our credit agreements:

• Under the working capital credit facility, Average Adjusted Aggregate Availability, as defined in the credit agreement, needs to be $25.0 million or higher and was $147.2 million on March 29, 2025, and NCIBs are subject to an annual limit of $10.0 million with a provision to carry forward unused amounts subject to a maximum of $20.0 million per annum; and

• Under the term loan facility, annual dividends cannot exceed the greater of $32.5 million or 32.5% of EBITDA, as defined in the loan agreement. This amount can be increased to include any defined excess cash flows when the defined total leverage ratio is below 4.0x and becomes unlimited when the defined total leverage ratio is below 3.0x. The defined total leverage ratio was 2.7x on March 29, 2025. NCIBs are subject to an annual limit of $10.0 million under the term loan facility with a provision to carry forward unused amounts subject to a maximum of $20.0 million per annum.

Contractual Obligations

Contractual obligations relating to our bank loans, long-term debt, lease liabilities, and purchase obligations as at March 29, 2025 were as follows:

(Amounts in $000s)	Total	Less than 1 year	1-5 Years	Thereafter
Bank loans	$ 28,610	$ -	$ -	28,610
Long-term debt	328,536	23,826	81,107	223,603
Lease liabilities	11,323	4,751	3,932	2,640
Purchase obligations	171,621	134,553	37,068	-
Total contractual obligations	$ 540,090	$ 163,130	$ 122,107	$ 254,853

Purchase obligations are for the purchase of seafood and other non-seafood inputs, including flour, paper products, and frying oils. For further details of Procurement and Foreign Currency risks, refer to the Risk Factors section of our 2024 Annual MD&A.

Financial Instruments and Risk Management

The Company has exposure to the following risks as a result of its use of financial instruments: foreign currency risk, interest rate risk, credit risk and liquidity risk. The Company enters into interest rate swaps, foreign currency contracts, and insurance contracts to manage these risks that arise from the Company's operations and its sources of

financing, in accordance with a written policy that is reviewed and approved by the Audit Committee of the Board of Directors. The policy prohibits the use of derivative financial instruments for trading or speculative purposes.

Readers are directed to Note 9 "Fair value measurement" of the Condensed Consolidated Financial Statements for a complete description of the Company's use of derivative financial instruments and their impact on the financial results, and to Note 25 "Financial risk management objectives and policies" of the 2024 Annual Consolidated Financial Statements for further discussion of the Company's financial risks and policies.

Disclosure of Outstanding Share Data

On May 13, 2025, 29,137,068 common shares and 458,091 options were outstanding. The options are exercisable on a one-for-one basis for common shares of the Company.

RELATED PARTY TRANSACTIONS

The Company had no related party transactions, excluding key management personnel compensation, for the thirteen weeks ended March 29, 2025 and March 30, 2024. Refer to Note 21, "Related party disclosures" to the 2024 Annual Consolidated Financial Statements, for a further description of the Company's related party transactions, which are substantially unchanged in 2025.

NON-IFRS FINANCIAL MEASURES

The Company uses the following non-IFRS financial measures and ratios (together, "measures") in this MD&A: Adjusted Earnings before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA"); Adjusted EBITDA as a Percentage of Sales; Adjusted Net Income; Adjusted Diluted Earnings per Share ("Adjusted Diluted EPS"); Standardized Free Cash Flow; Net Debt; and Net Debt to Rolling fifty-two weeks Adjusted EBITDA. The Company believes these non-IFRS financial measures provide useful information to both management and investors in measuring the financial performance and financial condition of the Company for the reasons outlined below. These measures do not have any standardized meaning as prescribed by IFRS and therefore may not be comparable to similarly titled measures presented by other publicly traded companies, nor should they be construed as an alternative to other financial measures determined in accordance with IFRS.

Adjusted EBITDA and Adjusted EBITDA as Percentage of Sales

Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization adjusted for items that are not considered representative of ongoing operational activities of the business. The related margin, Adjusted EBITDA as a Percentage of Sales, is defined as Adjusted EBITDA divided by net sales, where net sales is defined as "Sales" on the condensed consolidated statements of income.

We use Adjusted EBITDA (and Adjusted EBITDA as a percentage of sales) as a performance measure as it approximates cash generated from operations before capital expenditures and changes in working capital, and it excludes the impact of expenses and recoveries associated with certain non-routine items that are not considered representative of the ongoing operational activities, as discussed above, and share-based compensation expense related to the Company's share price. We believe investors and analysts also use Adjusted EBITDA (and Adjusted EBITDA as a percentage of sales) to evaluate the performance of our business. The most directly comparable IFRS measure to Adjusted EBITDA is "Net income" on the condensed consolidated statements of income. Adjusted EBITDA is also useful when comparing to other companies, as it eliminates the differences in earnings that are due to how a company is financed. Also, for the purpose of certain covenants on our credit facilities, "EBITDA" is based on Adjusted EBITDA, with further adjustments as defined in the Company's credit agreements.

(Amounts in $000s)

Thirteen weeks ended

March 29,

2025

Thirteen weeks ended

March 30,

2024

Net income	$	15,295	$	16,598
Add back:
Depreciation and amortization		6,047		5,624
Finance costs		4,702		5,914
Income tax expense		4,394		3,581
Standardized EBITDA		30,438		31,717
Add back (deduct):
Business acquisition, integration and other expense		123		692
Gain on disposal of assets		(2)		(8)
Share-based compensation expense		1,588		1,839
Adjusted EBITDA	$	32,147	$	34,240
Sales	$	268,436	$	276,972
Adjusted EBITDA as a Percentage of Sales		12.0%		12.4%
Rolling fifty-two weeks Adjusted EBITDA
Rolling fifty-two weeks ended
(Amounts in $000s)	March 29, 2025		December 28, 2024	March 30, 2024
Net income	58,861		60,164	34,387
Add back (deduct):
Depreciation and amortization expense	23,428		23,005	25,929
Finance costs(1)	7,304		8,516	25,048
Income tax expense	12,680		11,867	5,419
Standardized EBITDA	102,273		103,552	90,783
Add back (deduct):
Business acquisition, integration and other expenses (income)(2)	(9,097)		(8,528)	5,995
Loss (gain) on disposal of assets	762		756	(46)
Share-based compensation expense	7,308		7,559	1,401
Rolling fifty-two weeks Adjusted EBITDA	101,246		103,339	98,133

(1)Finance Costs for the Rolling fifty-two weeks ended March 29, 2025 and December 28, 2024 include a gain of $12.7 million on the modification of debt related to the debt refinancing completed in July 2024.

(2)Business acquisition, integration and other expenses (income) for the Rolling fifty-two weeks ended March 29, 2025 and December 28, 2024 include a gain of $9.8 million relating to the shares reacquired in result of the litigation settlement reached between High Liner Foods and the former shareholders of Rubicon. During the Rolling fifty-two weeks ended March 30, 2024, this amount also includes legal and consulting fees relating to the lawsuit High Liner Foods filed against Mr. Brian Wynn.

Adjusted Net Income and Adjusted Diluted EPS

Adjusted Net Income is net income adjusted for the after-tax impact of items which are not representative of ongoing operational activities of the business and certain non-cash expenses or income. Adjusted Diluted EPS is Adjusted Net Income divided by the average diluted number of shares outstanding.

We use Adjusted Net Income and Adjusted Diluted EPS to assess the performance of our business without the effects of the above-mentioned items, and we believe our investors and analysts also use these measures. We exclude these items because they affect the comparability of our financial results and could potentially distort the analysis of trends in business performance. The most comparable IFRS financial measures are net income and EPS.

The table below reconciles our Adjusted Net Income with measures that are found in our Condensed Consolidated Financial Statements:

Thirteen weeks ended March 29, 2025

Adjusted

Thirteen weeks ended March 30, 2024

Adjusted

$000s Diluted EPS $000s Diluted EPS

Net income and Diluted EPS	$ 15,295	$ 0.51	$ 16,598	$ 0.49
Add back (deduct):
Business acquisition, integration and other expenses (income)	123	-	692	0.02
Share-based compensation expense	1,588	0.05	1,839	0.05
Tax impact of reconciling items	(452)	(0.01)	(539)	(0.01)
Adjusted Net Income	$ 16,554	$ 0.55	$ 18,590	$ 0.55
Weighted average shares for the period (000s)		30,263		33,551

Standardized Free Cash Flow

Standardized Free Cash Flow is cash flow provided by operating activities less capital expenditures (net of investment tax credits) as reported in the condensed consolidated statements of cash flows. The capital expenditures related to business acquisitions are not deducted from Standardized Free Cash Flow.

We believe Standardized Free Cash Flow is an important indicator of the financial strength and performance of our business because it shows how much cash is available to pay dividends, repay debt (including lease liabilities) and reinvest in the Company. We believe investors and analysts use Standardized Free Cash Flow to value our business and its underlying assets. The most comparable IFRS financial measure is "cash flows provided by operating activities" in the condensed consolidated statements of cash flows.

The table below reconciles our Standardized Free Cash Flow calculated on a Rolling fifty-two week basis, with measures that are in accordance with IFRS and as reported in the condensed consolidated statements of cash flows.

Fifty-two weeks ended
(Amounts in $000s)	March 29, 2025	March 30, 2024	Change
Cash flows provided by operations before changes in non-cash working
capital, interest and income taxes paid	$ 98,266	$ 92,594	$ 5,672
Net change in non-cash working capital balances	(9,134)	125,230	(134,364)
Interest paid	(16,277)	(24,868)	8,591
Income taxes paid	(10,399)	(9,075)	(1,324)
Cash flows provided by operating activities	62,456	183,881	(121,425)
Less:
Purchase of property, plant and equipment, and intangible assets	(24,491)	(18,452)	(6,039)
Standardized Free Cash Flow	$ 37,965	$ 165,429	$ (127,464)

Net Debt and Net Debt to Rolling fifty-two weeks Adjusted EBITDA

Net Debt is calculated as the sum of bank loans, long-term debt (excluding deferred finance costs and modification gains/losses) and lease liabilities, less cash.

We consider Net Debt to be an important indicator of our Company's financial leverage because it represents the amount of debt that is not covered by available cash. We believe investors and analysts use Net Debt to determine the Company's financial leverage. Net Debt has no comparable IFRS financial measure, but rather is calculated using several asset and liability items in the condensed consolidated statements of financial position.

Net Debt to Rolling fifty-two weeks Adjusted EBITDA is calculated as Net Debt divided by Rolling fifty-two weeks Adjusted EBITDA. We consider Net Debt to Rolling fifty-two weeks Adjusted EBITDA to be an important indicator of our ability to generate sufficient earnings to service our debt, that enhances understanding of our financial performance, and highlights operational trends. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies; however, the calculations of Adjusted EBITDA may not be comparable to those of other companies, which limits their usefulness as comparative measures.

The following table reconciles Net Debt to IFRS measures reported as at the end of the indicated periods in the condensed consolidated statements of financial position and calculates Net Debt to Rolling fifty-two weeks Adjusted EBITDA.

(Amounts in $000s)	March 29, 2025	December 28, 2024
Bank loans	28,313	$ -
Add-back: Deferred finance costs included in bank loans (1)	297	-
Total bank loans	28,610	-
Long-term debt	210,547	211,312
Current portion of long-term debt	7,500	7,500
Add-back: Deferred finance costs included in long-term debt (2)	7,806	8,063
Less: Net gain on modification of debt (3)	11,147	11,625
Total term loan debt	237,000	238,500
Long-term portion of lease liabilities	5,199	5,799
Current portion of lease liabilities	4,117	4,370
Total lease liabilities	9,316	10,169
Less: Cash	(223)	(15,463)
Net Debt	$ 274,703	$ 233,206
Rolling fifty-two weeks Adjusted EBITDA	$ 101,246	103,339
Net Debt to Rolling fifty-two weeks Adjusted EBITDA	2.7x	2.3x

(1)Represents deferred finance costs that are included in "Bank loans" in the condensed consolidated statements of financial position. See Note 3 to the Condensed Consolidated Financial Statements.

(2)Represents deferred finance costs that are included in "Long-term debt" in the condensed consolidated statements of financial position. See Note 4 to the Condensed Consolidated Financial Statements.

(3)The net gain on modification of debt has been excluded from the calculation of Net Debt as it does not represent the expected cash outflows from the term loan facility. See Note 4 to the Condensed Consolidated Financial Statements.

GOVERNANCE

In accordance with National Instrument 52-109, "Certification of Disclosure in Issuers' Annual and Interim Filings", our certifying officers have evaluated the design effectiveness of Disclosure Controls and Procedures ("DC&P"), and our Company's Internal Control over Financial Reporting ("ICFR"). There were no changes in the Company's ICFR during the period beginning on December 29, 2024, and ending on March 29, 2025, that have materially affected, or are reasonably likely to materially affect, the Company's ICFR.

ACCOUNTING ESTIMATES AND STANDARDS

Critical Accounting Estimates

Critical accounting judgments and estimates used in preparing our Condensed Consolidated Financial Statements are described in the Company's 2024 Annual Consolidated Financial Statements. The preparation of the Company's Condensed Consolidated Financial Statements requires management to make critical judgments, estimates and assumptions that affect the reported amounts of sales, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. On an ongoing basis, management evaluates its judgments, estimates and assumptions using historical experience and various other factors it believes to be reasonable under the given circumstances. Actual outcomes may differ from these estimates under different assumptions and conditions that could require a material adjustment to the reported carrying amounts in the future.

Accounting Standards

The accounting policies used in the preparation of the Condensed Consolidated Financial Statements are consistent with those followed in the preparation of the Company's Audited Consolidated Financial Statements for the year ended December 28, 2024, except for the adoption of the following new amendments that were effective for annual periods beginning on or after January 1, 2024 and that the Company has adopted on December 29, 2024:

IAS 1, Presentation of Financial Statements

In January 2020 and October 2022, the IASB issued amendments to IAS 1, Presentation of Financial Statements to clarify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period and is unaffected by expectations about whether or not an entity will exercise their right to defer settlement of a liability. The amendments further clarify that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services.

The amendments are effective for annual periods beginning on or after January 1, 2024 and must be applied prospectively. Upon adoption of the amendments to IAS 1 in the current quarter, the Company classified bank loans as non-current liabilities and certain liabilities relating to share-based compensation to current liabilities.

‌RISK FACTORS

High Liner Foods is exposed to a number of risks, including in the normal course of business, that have the potential to affect operating performance. The Company takes a strategic approach to risk management. To achieve a superior return on investment, we have designed an enterprise-wide approach, overseen by the senior management of the Company and reported to the Board, to identify, prioritize and manage risk effectively and consistently across the organization.

Readers should refer to the risks discussed above in this MD&A and the 2024 Annual Consolidated Financial Statements, MD&A and AIF for a more detailed description of risk factors applicable to the Company, which are available at https://www.sedarplus.ca and at https://www.highlinerfoods.com.

UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

As at and for the thirteen weeks ended March 29, 2025

With comparative figures as at and for the thirteen weeks ended March 30, 2024

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(unaudited, in thousands of United States dollars)

ASSETS Current assets Notes March 29, 2025

December 28,

2024

Cash		$ 223	$ 15,463
Accounts receivable		118,473	92,218
Income taxes receivable		5,851	9,682
Other financial assets	9	2,721	4,490
Inventories		282,361	289,162
Deferred finance costs	3	-	145
Prepaid expenses		5,112	4,550
Total current assets		$ 414,741	415,710
Non-current assets
Property, plant and equipment		134,016	133,811
Right-of-use assets		9,389	9,836
Deferred finance costs	3	-	188
Deferred income taxes	7	2,943	1,156
Equity investments and other assets	9	35,453	18,707
Intangible assets		111,592	113,344
Goodwill		156,648	156,560
Total non-current assets		450,041	433,602
Total assets	3, 4	$ 864,782	$ 849,312
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities		136,297	147,276
Contract liability		905	2,619
Provisions		160	121
Other current financial liabilities	9	695	246
Other current liabilities	6	9,814	2,348
Income taxes payable		3,853	6,185
Current portion of long-term debt	4	7,500	7,500
Current portion of lease liabilities		4,117	4,370
Total current liabilities		163,341	170,665
Non-current liabilities
Bank loans	3	28,313	-
Income taxes payable		-	2,755
Long-term debt	4	210,547	211,312
Other long-term financial liabilities	9	34	16
Other long-term liabilities	6	2,046	9,712
Long-term lease liabilities		5,199	5,799
Deferred income taxes	7	35,788	35,098
Future employee benefits		8,355	8,226
Total non-current liabilities		290,282	272,918
Total liabilities		453,623	443,583
Shareholders' equity
Common shares	5	84,785	85,549
Contributed surplus		15,370	15,472
Retained earnings		344,820	338,778
Accumulated other comprehensive loss		(33,816)	(34,070)
Total shareholders' equity		411,159	405,729
Total liabilities and shareholders' equity		$ 864,782	$ 849,312

See accompanying notes to the Unaudited Condensed Interim Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited, in thousands of United States dollars, except share and per share amounts)

			Thirteen weeks ended		Thirteen weeks ended
	Notes		March 29, 2025		March 30, 2024
Sales	8	$	268,436	$	276,972
Cost of sales			204,936		211,517
Gross profit			63,500		65,455
Distribution expenses			12,490		12,276
Selling, general and administrative expenses			26,496		26,394
Business acquisition, integration and other expense			123		692
Results from operating activities			24,391		26,093
Finance costs, net			4,702		5,914
Income before income taxes			19,689		20,179
Income taxes
Income tax expense	7		4,394		3,581
Net income		$	15,295	$	16,598
Earnings per common share
Basic		$	0.51	$	0.49
Diluted		$	0.51	$	0.49
Weighted average number of shares outstanding
Basic	30,200,612			33,531,391
Diluted	30,262,514			33,550,590

See accompanying notes to the Unaudited Condensed Interim Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, in thousands of United States dollars)

Thirteen weeks ended Thirteen weeks ended March 29, 2025

March 30,

2024

Net income $ 15,295 $ 16,598

Other comprehensive income (loss), net of income tax

Other comprehensive income (loss) to be reclassified to net income:

Gain (loss) on hedge of net investment in foreign operations 2,219 (5,879)

Gain (loss) on translation of net investment in foreign operations (4,685) 11,221 Translation impact on Canadian dollar denominated non-AOCI items 3,398 (8,544) Translation impact on Canadian dollar denominated AOCI items (13)488

Canadian dollar denominated items	919		(2,714)
Effective portion of changes in fair value of cash flow hedges Net change in fair value of cash flow hedges transferred to carrying amount of hedged item	(142) (366)		1,245 137
Net change in fair value of cash flow hedges transferred to income		(273)		(652)
Translation impact on Canadian dollar denominated AOCI items		116		(300)
Total exchange gains (losses) on cash flow hedges		(665)		430
Net other comprehensive gain (loss) to be reclassified to net income		254		(2,284)
Other comprehensive loss not reclassified to net income
Defined benefit plan actuarial losses		(274)		(531)
Net unrealized loss on equity investments		(866)		(133)
Net other comprehensive income (loss) not reclassified to net income		(1,140)		(664)
Other comprehensive loss, net of tax		(886)		(2,948)
Total comprehensive income	$	14,409	$	13,650

Total exchange gains (losses) on translation of foreign operations and

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(unaudited, in thousands of United States dollars)

Accumulated other comprehensive income Foreign currency Net exchange differences

Common shares		Contributed surplus	Retained earnings	translation differences	on cash flow hedges Total
Balance at December 28, 2024	$ 85,549	$ 15,472	$338,778	$ (35,778)	$ 1,708	$405,729
Other comprehensive income (loss)	-	-	(1,140)	919	(665)	(886)
Net income	-	-	15,295	-	-	15,295
Common share dividends	-	-	(3,494)	-	-	(3,494)
Share-based compensation (Notes 5, 6)	57	(102)	-	-	-	(45)
Common shares repurchased for
cancellation (Note 5)	(821)	-	(4,619)	-	-	(5,440)
Balance at March 29, 2025	$ 84,785	$ 15,370	$344,820	$ (34,859)	$ 1,043	$411,159
Balance at December 30, 2023	$ 113,203	$ 15,414	$280,615	$ (25,890)	$ 2,514	$385,856
Other comprehensive income (loss)	-	-	(664)	(2,714)	430	(2,948)
Net income	-	-	16,598	-	-	16,598
Common share dividends	-	-	(3,383)	-	-	(3,383)
Share-based compensation (Notes 5, 6)	336	47	-	-	-	383
Common shares repurchased for
cancellation (Note 5)	(301)	-	(744)	-	-	(1,045)
Balance at March 30, 2024	$ 113,238	$ 15,461	$292,422	$ (28,604)	$ 2,944	$395,461

See accompanying notes to the Unaudited Condensed Interim Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands of United States dollars)

Thirteen weeks ended Thirteen weeks ended Notes March 29, 2025

March 30,

2024

Cash flows provided by (used in): Operating activities
Net income		$	15,295	$	16,598
Adjustments to net income not involving cash from operations: Depreciation and amortization			6,047		5,624
Share-based compensation expense	6		1,588		1,839
Loss (gain) on asset disposals and impairment			16		(8)
Future employee benefits contribution, net of expense			(277)		(187)
Finance costs			4,702		5,914
Income tax expense	7		4,394		3,581
Unrealized foreign exchange (gain) loss			(223)		1,127

Cash flows provided by operations before changes in non-cash

working capital, interest and income taxes paid 31,542 34,488

Changes in non-cash working capital balances:

Accounts receivable		(26,035)		(15,196)
Inventories		7,728		34,162
Prepaid expenses		(538)		145
Accounts payable and accrued liabilities		(13,252)		(30,212)
Provisions		39		184
Net change in non-cash working capital balances		(32,058)		(10,917)
Interest paid		(3,745)		(5,955)
Income taxes paid		(6,371)		(117)
Net cash flows provided by (used in) operating activities		(10,632)		17,499
Financing activities
Increase (decrease) in bank loans		28,495		4,407
Repayment of lease liabilities		(1,646)		(1,425)
Repayment of long-term debt	4	(1,500)		(1,875)
Deferred finance costs	4	(74)		-
Common share dividends paid		(3,494)		(3,383)
Common shares repurchased for cancellation	5	(5,440)		(1,045)
Options exercised for shares	6	-		280
Net cash flows provided by (used in) financing activities		16,341		(3,041)
Investing activities
Purchase of property, plant and equipment, and intangible assets			(3,068)		(2,382)
Net proceeds on disposal of assets Purchase of equity investments	9		- (17,718)		- (5,000)
Net cash flows used in investing activities			(20,786)		(7,382)
Foreign exchange decrease on cash			(163)		(505)
Net change in cash during the period			(15,240)		6,571
Cash, beginning of period			15,463		7,300
Cash, end of period		$	223	$	13,871

See accompanying notes to the Unaudited Condensed Interim Consolidated Financial Statements