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    IDG   CA45567S1083

INDIGO BOOKS & MUSIC INC.

(IDG)
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Indigo Books & Music : Management Information Circular

06/14/2021 | 04:58pm EDT

Indigo Books & Music Inc.

Notice of Annual Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of Indigo Books & Music Inc. (the "Corporation") will be held on July 15, 2021, at 10:00 a.m. (Toronto time), for the following purposes:

  1. to receive the financial statements for the fiscal year ended April 3, 2021, together with the report of the auditor on the financial statements;
  2. to elect directors for the ensuing year (see the "Election of Directors" section of the Management Information Circular);
  3. to appoint an auditor for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor (see the "Appointment of Auditor" section of the Management Information Circular); and
  4. to transact such other business as may properly come before the meeting or any adjournment of the meeting.

Right to Vote

Only shareholders of record at the close of business (Toronto time) on May 26, 2021 are entitled to vote at the meeting.

Virtual Only Meeting

In light of ongoing health concerns due to the COVID-19 pandemic and the Corporation's consideration for the wellbeing of its shareholders, employees and other stakeholders, the 2021 annual meeting will be held in a virtual meeting format only. Shareholders will have the opportunity to attend, ask questions and vote at the meeting in real time through a web-based platform. Shareholders will not be able to attend the meeting in person.

You can attend the meeting by joining the live audio webcast at https://web.lumiagm.com/423445804(password: indigo2021). See the "Virtual Meeting" section of the Management Information Circular.

Notice and Access

The Corporation is using the notice and access process as permitted by Canadian securities regulators for the delivery of the Management Information Circular (the "Circular"). Under notice and access, shareholders will still receive a proxy or voting instruction form enabling them to vote at the meeting. However, instead of a paper copy of the Circular, shareholders will receive this Notice of Meeting which contains information on how to access the Circular electronically. Using the notice and access process for delivery of this material gives shareholders more choice and reduces the cost of printing and delivering shareholder material, in addition to being more environmentally friendly. Shareholders who have already signed up for electronic delivery of shareholder material will continue to receive material via email. If you have not signed up for electronic delivery and wish to do so, please complete the Mailing Card/Consent also enclosed.

The Circular and the form of proxy (or voting instruction form) include additional information regarding the matters to be dealt with at the meeting. Shareholders are reminded to review the meeting materials prior to voting. Shareholders with questions regarding the notice and access process may contact the Corporation's transfer agent, AST Trust Company (Canada), at inquiries@astfinancial.comor by telephone at 416-682-3860 or toll free (in North America) at 1-800-387-0825.

Websites where Shareholder Materials are Posted

Electronic copies of shareholder materials including the Circular can be viewed and downloaded at www.meetingdocuments.com/astca/idgor under the Indigo Books & Music Inc. profile at www.sedar.com.

Obtaining Paper Copies

All shareholders may request that paper copies of the Circular be sent at no cost to them by regular postal delivery for up to one year from the date the material was filed on SEDAR. Requests for paper copies to be delivered prior to the meeting must be received not later than June 28, 2021 to ensure timely receipt. If you would like to receive a printed copy of the Circular, please call 416-682-3801 or 1-888-433-6443 (toll free in North America) or email your request to: fulfilment@astfinancial.com.

The Corporation has determined that those non-registered shareholders with existing instructions on their account to receive paper material ("standing instructions"), as well as non-registered investors who hold shares through a US Intermediary, will receive full packages (traditional non-notice and access mailing).

Voting

If you are not able to attend the virtual meeting, please exercise your right to vote by:

Registered Shareholders: signing and returning the form of proxy to Indigo Books & Music Inc., c/o AST Trust Company

(Canada), P.O. Box 721, Agincourt, Ontario, M1S 0A1, or by facsimile: (416) 368-2502 or toll free in North America: 1 (866) 781-3111 or by email to proxyvote@astfinancial.com,so as to arrive not later than 10:00 a.m. (Toronto time) on July 13, 2021 or, if the meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned meeting; or

Non-RegisteredShareholders: signing and returning the voting instruction form to Data Processing Centre, P.O. Box 3700,

Stn. Industrial Park, Markham, Ontario L3R 9Z9, or at www.proxyvote.com; or by telephone: 1-800-474-7493 (English) or 1-800-474-7501 (French), so as to arrive not later than one business day prior to the proxy deposit date noted on your voting instruction form. Non-Registered Shareholders who hold shares through a US Intermediary, please follow the instructions on your voting instruction form.

DATED at Toronto this 1st day of June, 2021.

By Order of the Board of Directors

Craig Loudon

Chief Financial Officer and Executive Vice

President, Supply Chain

Indigo Books & Music Inc.

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Management Information Circular

Indigo Books & Music Inc.

Management Information Circular

Dated June 1, 2021

SOLICITATION OF PROXIES

The information contained in this Management Information Circular (the "Circular") is furnished in connection with the solicitation of proxies from registered owners of common shares (the "Shares") of Indigo Books & Music Inc. (the "Company", "Corporation" or "Indigo") (and of voting instructions in the case of non-registered owners of Shares) to be used at the annual meeting of shareholders of the Corporation to be held on the 15th day of July, 2021, at 10:00 a.m. (Toronto time) by way of a virtual meeting using a web-based platform and at all adjournments of the meeting, for the purposes set forth in the accompanying notice of meeting. It is expected that the solicitation will be made primarily by mail, but proxies and voting instructions may also be solicited personally by Indigo employees. The solicitation of proxies by this Circular is being made by or on behalf of the management of the Corporation. The total cost of the solicitation of proxies and voting instructions will be borne by the Corporation. The information contained in this Circular is given as at June 1, 2021, except where otherwise noted.

NOTICE AND ACCESS

The Corporation is using the "notice and access" process as permitted by Canadian securities regulators for the delivery of the Circular to its shareholders. Under notice and access, shareholders will still receive a proxy or voting instruction form enabling them to vote at the meeting. However, instead of a paper copy of the Circular, shareholders will receive the Notice of Meeting which contains information on how to access the Circular electronically. Using the notice and access process for delivery of this material gives shareholders more choice and reduces the cost of printing and distributing shareholder material, in addition to being more environmentally friendly. Shareholders who have already signed up for electronic delivery of shareholder material will continue to receive material via email. Non-registered shareholders with existing instructions on their account to receive paper material ("standing instructions"), as well as non- registered investors who hold shares through a US Intermediary will receive full packages (traditional non-notice and access mailing).

Electronic copies of shareholder materials including the Circular can be viewed and downloaded at www.meetingdocuments.com/astca/idgor under the Indigo Books & Music Inc. profile at www.sedar.com.

All shareholders may request that paper copies of the Circular be sent at no cost to them by regular postal delivery for up to one year from the date the material was filed on SEDAR. Requests for paper copies to be delivered prior to the meeting must be received not later than June 28, 2021 to ensure timely receipt.

If you would like to receive a printed copy of the Circular, please call 416-682-3801 or 1-888-433-6443 (toll free in North America) or email your request to: fulfilment@astfinancial.com.

VIRTUAL MEETING

In light of ongoing health concerns due to the COVID-19 pandemic and Indigo's consideration for the wellbeing of its shareholders, employees and other stakeholders, the 2021 annual meeting will be held in a virtual meeting format only. Shareholders will have the opportunity to attend, ask questions and vote at the meeting in real time through a web-based platform. Shareholders will not be able to attend the meeting in person.

You can attend the virtual meeting by joining the live audio webcast at https://web.lumiagm.com/423445804(password: indigo2021) and following the instructions below. Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have appointed themselves as proxyholder) will be able to attend, submit questions, and vote at the virtual meeting. Guests (including non-registered shareholders who have not duly appointed

Indigo Books & Music Inc.

3

Management Information Circular

themselves as proxyholder) may also join the virtual meeting by logging in at the web address, clicking on "I am a guest" and filling in the online form. Guests can attend the virtual meeting but cannot submit questions or vote.

LOG IN PROCESS

You should allow for ample time to log in prior to the commencement of the virtual meeting - we recommend logging in at least 15 minutes in advance. While attending the virtual meeting, you are responsible for having internet connectivity for the duration of the meeting. It is important to have consistent internet connectivity during this time in order to vote when balloting is commenced and to provide you with an opportunity to submit questions during the meeting.

REGISTERED

Log in online at https://web.lumiagm.com/423445804

SHAREHOLDERS

Click on "I have a control number" and enter the 13-digit control number

and

found on the form of proxy or the email notification you received from AST

PROXYHOLDERS:

Trust Company (Canada) (please note that you must register your duly

appointed proxyholder with AST Trust Company (Canada) to obtain a

control number in advance of the meeting)

Enter password: indigo2021 (case sensitive)

Click on "log in" button

If you use your control number to log in to the virtual meeting, any vote you cast

at the meeting will revoke any proxy you previously submitted. If you do not wish

to revoke a previously submitted proxy, you should not vote at the meeting.

GUESTS:

Log in online at https://web.lumiagm.com/423445804

Click on "I am a guest"

Fill in online form and click on "log in" button

VOTING INSTRUCTIONS

REGISTERED OWNERS

If you are a registered owner of Shares, you may vote by proxy or during the virtual meeting with an online ballot (see the "Log In Process" section above). You also have the option of appointing another person to represent you as proxyholder and vote your Shares at the virtual meeting (see the "Appointment of Proxies" section below).

Appointment of Proxies

All shareholders are encouraged to complete and return the enclosed form of proxy. The individuals named in the form of proxy are Heather Reisman, Chair and Chief Executive Officer of the Corporation, and Craig Loudon, Chief Financial Officer and Executive Vice President, Supply Chain of the Corporation. You may authorize the management representatives named in the form of proxy to vote your Shares. You also have the right to appoint another person (who need not be a shareholder of the Corporation) to represent you at the virtual meeting. If you wish to appoint someone else to represent you at the meeting, you must insert the other person's name in the blank space provided on the form of proxy. Once you have submitted your proxy, you MUST ALSO register the name of the other person (proxyholder) with AST Trust Company (Canada) ("AST") to obtain a control number for the proxyholder to attend the virtual meeting and act on your behalf. To register the proxyholder, please contact AST at 1-866-751-6315 (within North America) or 1-212-235-5754 (outside North America) or online at https://lp.astfinancial.com/controlnumber, not later than 10:00 a.m. (Toronto time) on July 13, 2021. In doing so you will be asked to provide AST with the required contact information so that AST may provide the proxyholder with a control number via email. Failure to register the proxyholder and obtain a control number will result in your proxyholder not being able to participate in the meeting (i.e., vote or submit questions on your behalf). The proxyholder must attend the virtual meeting to vote your Shares. Without a control number, the proxyholder will only be

Indigo Books & Music Inc.

4

Management Information Circular

able to attend the virtual meeting as a guest. If you do not insert a name in the space provided on the form of proxy, the management representatives named above are appointed to act as your proxyholder.

To be valid, proxies must be deposited by:

  1. return envelope provided; or
  2. mail to Indigo Books & Music Inc., c/o AST Trust Company (Canada), P.O. Box 721, Agincourt, Ontario, M1S 0A1; or
  3. facsimile: (416) 368-2502 or toll free in North America: 1 (866) 781-3111; or
  4. email to proxyvote@astfinancial.com

not later than 10:00 a.m. (Toronto Time) on July 13, 2021, or, if the meeting is adjourned, 48 hours, (excluding Saturdays, Sundays and holidays) before any adjourned meeting.

Changing Your Vote

If you have submitted a proxy and wish to revoke it, you may do so by:

  1. completing and signing a form of proxy bearing a later date and depositing it with Indigo Books & Music Inc., c/o AST Trust Company (Canada) as described above;
  2. depositing a document that is signed by you (or by someone you have properly authorized to act on your behalf) at Indigo's registered office, 620 King Street West, Suite 400, Toronto, Ontario, Canada, M5V 1M6, Attention: Corporate Secretary, at any time up to the last business day preceding the day of the meeting, or any adjournment of the meeting, at which the proxy is to be used;
  3. electronically transmitting your revocation in a manner permitted by law, provided that the revocation is received at Indigo's registered office, 620 King Street West, Suite 400, Toronto, Ontario, Canada, M5V 1M6, Attention: Corporate Secretary, at any time up to and including the last business day preceding the day of the meeting, or any adjournment of the meeting, at which the proxy is to be used;
  4. voting during the meeting by submitting an online ballot through the live virtual meeting platform, which will revoke your previous proxy; or
  5. following any other procedure that is permitted by law.

Voting of Proxies

In connection with any ballot that may be called for, the management representatives designated in the enclosed form of proxy will vote or withhold from voting your Shares in accordance with the instructions you have indicated on the proxy and, if you specify a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. In the absence of any direction, your Shares will be voted by the management representatives (i) FOR the election of each director, and (ii) FOR the appointment of the auditor.

The management representatives designated in the enclosed form of proxy have discretionary authority with respect to amendments to or variations of matters identified in the notice of meeting and with respect to other matters that may properly come before the meeting. At the date of this Circular, Indigo's management knows of no such amendments, variations or other matters.

NON-REGISTERED OWNERS

You are a non-registered owner if your Shares are registered in the name of a depository (such as CDS Clearing and Depository Services Inc. or "CDS") or an intermediary (such as a bank, trust company, securities dealer or broker, or trustee or administrator of a self-administered RRSP, RRIF, RESP or similar plan).

Only registered owners of Shares, or the persons they appoint as their proxies, are permitted to attend and vote at the virtual meeting. If you are a non-registered owner, you are entitled to direct how the Shares beneficially owned by you

Indigo Books & Music Inc.

5

Management Information Circular

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Indigo Books & Music Inc. published this content on 14 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 June 2021 20:57:01 UTC.


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