Maple Leaf Foods : Circulaire de procuration de la direction (en anglais seulement)

MAPLE LEAF FOODS INC.

Notice of Meeting and Information Circular

Dated March 15, 2023 in respect of the Annual Meeting of Shareholders to be held on May 11, 2023

Maple Leaf Foods

INVITATION TO SHAREHOLDERS

March 15, 2023

Dear Fellow Shareholders:

We are pleased to invite you to the 2023 Annual Meeting of Shareholders of Maple Leaf Foods Inc. which will be held on Thursday, May 11, 2023 at 11:00 am (ET). We are once again hosting the meeting as a live, virtual-only event. While COVID-19 restrictions have eased we continue to see the benefit of leveraging the virtual format from a public health and safety perspective, as well as from a shareholder engagement experience. Having hosted three virtual annual meetings during the pandemic, we know that there are many benefits to this format beyond the public health considerations that first prompted them, including fostering more shareholder participation and providing an effective platform for engagement that doesn't require travel or physical attendance. These benefits also translate into our meeting having lower operating costs and a reduced carbon footprint.

As a purpose-driven Company, Maple Leaf Foods is proud to pursue an integrated strategy to deliver shared value over the long-term. The headwinds brought about by the pandemic and the post-pandemic economy have been very challenging, significantly hampered our performance, both operationally and financially. However, these challenges have not dampened our commitment to taking concrete steps to advance our vision to be the Most Sustainable Protein Company on Earth and to deliver results that will meet the expectations of our stakeholders.

Over the course of the past year, we marked several milestones in our succession journey. Michael McCain stepped into the role as Executive Chair, and gradually began the process of transitioning out of his CEO role, with a view to passing the baton to life-time Maple Leaf Foods leader, Curtis Frank following the Meeting. We also announced new additions to our Senior Leadership Team and a new organizational structure that sets the stage for a promising future driven by sustainability, innovation and operational excellence.

Board succession has also been a top priority and we are extremely pleased to put forward three new, talented director nominees. Knowing that we would have a number of directors reaching the end of their terms, or who would be stepping back for personal reasons, we invested early in a Board renewal strategy that leveraged a comprehensive search process through a diversity lens. While we will be saying goodbye to four excellent incumbent directors, we are extremely pleased with the three new nominees who will be joining us.

On behalf of Maple Leaf Foods, we thank you for your continuing support and look forward to engaging with you at the meeting.

Sincerely,

W. GEOFFREY BEATTIE

MICHAEL H. MCCAIN

Independent Lead Director

Chief Executive Officer and Executive Chair

Maple Leaf Foods Inc. 6985 Financial Drive, Mississauga, Ontario, Canada L5N 0A1 tel. [phone]

Notice of 2023 Annual Meeting of Shareholders and Availability of Proxy Materials

Date:

May 11, 2023

Time: 11:00 am (ET)

Location:

Virtual Only Meeting via live video webcast at:web.lumiagm.com/407698682

Materials:

Maple Leaf Foods Inc. is using notice and access to deliver the materials for the Meeting to you via the internet. You can access the Circular and our audited 2022 financial statements on our website at:www.mapleleaffoods.com

or on SEDAR at:www.sedar.com

You can also request paper copies of the materials by mail at no cost by calling the applicable number below and entering the control number from your form of proxy or voting instruction form:

For shareholders with a 15 digit control number: 1-866-962-0498 (toll free in North America), or 1-514-982-8716 (direct outside North America)

For shareholders with a 16 digit control number: 1-877-907-7643 (toll free in North America) or

English: 303-562-9305 + French: 303-562-9306 (direct outside North America)

Requests for paper copies must be received no later than April 26, 2023 in order for you to receive the materials before the voting deadline.

If you have questions regarding "Notice and Access", please call 1-866-964-0492 (toll-free).

Voting in advance of the Meeting: All shareholders of record as of March 22, 2023 can vote in advance of the Meeting by phone, on the internet or by mail by following the instructions on the voting instruction form or form of proxy accompanying this notice. To be valid proxies must be received by Computershare by no later than 5:00 pm (ET) on Tuesday, May 9, 2023.

You are invited to the Annual Meeting of Maple Leaf Foods Inc.

Taking into consideration public health benefits a virtual meeting, together with the other advantages, including accessibility regardless of location or circumstances, we will once again be holding our Annual Meeting (the Meeting) via electronic means. While shareholders will not be able to participate in person at the Meeting, you will be able to participate online via live video webcast regardless of your geographic location.

We are also utilizing "Notice and Access" to provide you with easy electronic access to our management information circular (Circular) and other meeting materials rather than mailing paper copies. The shift to electronic delivery of the Circular is part of our commitment to reduce our environmental footprint.

Purpose of the Meeting

At the Meeting, shareholders are being asked to:

• 1. Receive the 2022 audited consolidated financial statements of Maple Leaf Foods Inc. together with the report of the external auditors on those statements;

• 2. Elect directors to the board for the ensuing year;

• 3. Appoint KPMG LLP as external auditors for the ensuing year and authorize the directors to fix their remuneration;

• 4. Consider a say on executive pay advisory resolution; and

• 5. Transact any other business as may properly come before the Meeting.

See the "Business of the Meeting" section of the Circular for more information.

Participating and Voting at the Meeting

Registered shareholders as of March 22, 2023 and duly appointed proxyholders will be able to participate in the Meeting, submit questions and vote, all in real time, by connecting to the Meeting via the internet toweb.lumiagm.com/407698682 using the latest version of Chrome, Safari, Edge or Firefox on your computer, tablet or smartphone.

Beneficial shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote at the Meeting.

Any shareholder that wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form (including a beneficial shareholder who wishes to appoint themselves to attend) must carefully follow the instructions in the Circular and on the form of proxy or voting instruction form. These instructions include the additional step of registering with our transfer agent, Computershare after submitting the form of proxy or voting instruction form but prior to the meeting. You must follow these instructions closely as the steps are different than for in-person meetings.

Your vote is important

We strongly encourage you to review the Circular and vote in advance of the meeting. In order to vote or join the Meeting, you will need your unique control number located on the accompanying form of proxy or voting instruction form. Further detailed instructions are included in the Circular.

Dated at Mississauga, Ontario this 15th day of March, 2023. By order of the Board of Directors

(signed) "Suzanne Hathaway"

Senior Vice President, General Counsel, Communications and Corporate Secretary

Maple Leaf Foods Inc.

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ON VOTING1

BUSINESS OF THE MEETING 8

DIRECTOR NOMINEES 12

REPORT ON GOVERNANCE 22

DIRECTORS' COMPENSATION 52 LETTER TO SHAREHOLDERS FROM THE HUMAN RESOURCES &

COMPENSATION COMMITTEE 57

HUMAN RESOURCES AND COMPENSATION COMMITTEE 60

COMPENSATION DISCUSSION AND ANALYSIS 63

SUMMARY COMPENSATION TABLE 81 DESCRIPTION OF SHARE OPTION AND SHARE INCENTIVE PLANS AND

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY

COMPENSATION PLANS 91

OTHER MATTERS 104

APPENDIX A: NON-IFRS MEASURES 106

APPENDIX B: FORWARD LOOKING INFORMATION 108

APPENDIX C: DEFINITIONS AND ACRONYMS 109

QUESTIONS AND ANSWERS ON VOTING

DELIVERY OF PROXY MATERIALS

Maple Leaf Foods Inc. ("Maple Leaf Foods" or the "Corporation) is providing shareholders with electronic access to its Management Information Circular (the "Circular") and other materials for its 2023 Annual Meeting of Shareholders (the "Meeting"), including its 2022 Annual Financial Statements and associated Management Discussion and Analysis. Electronic delivery of these materials is part of the Corporation's commitment to reduce its environmental footprint and is permitted under applicable securities laws.

Shareholders will receive a notice of availability of the Meeting materials ("notice"), together with a form of proxy or voting instruction form. The notice provides instructions on how shareholders may access and review an electronic copy of the Circular and how to request a paper copy.

Shareholders who have already provided instructions on their account to receive paper copies of the Circular will also receive a paper copy of the Circular with a copy of the notice regarding electronic availability. The notice also provides instructions on voting at the meeting. Proxy materials are being sent to registered shareholders directly and will be sent to intermediaries to be forwarded to all non-registered (beneficial) shareholders.

This information is being provided to you in connection with the solicitation of proxies by the Corporation's management for use at the Meeting. The Corporation is paying the cost of proxy solicitation for all registered owners and for beneficial owners other than beneficial owners who object to their name and address being given to the company. An objecting beneficial owner will only receive proxy materials if their intermediary assumes the cost of delivery.

WHO IS ENTITLED TO VOTE?

If you owned shares in Maple Leaf Foods Inc. as of close of business on March 22, 2023 (the "Record Date"), you are entitled to attend and vote at the Meeting.

WHY A VIRTUAL ONLY MEETING?

Taking into consideration public health factors to keep us all safe, together with the other advantages of virtual meetings, including accessibility regardless of location or circumstances, we will once again be holding our Annual Meeting (the Meeting) via electronic means. It will be conducted via live video webcast atweb.lumiagm.com/407698682. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location but will not be able to attend in person.

WHAT AM I VOTING ON?

You are being asked to vote on three matters: (i) the election of each of the directors of the Corporation; (ii) the appointment of KMPG LLP as the auditors of Maple Leaf Foods; and (iii) the advisory, non-binding say-on-pay resolution.

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2023 MAPLE LEAF FOODS INC. MANAGEMENT PROXY CIRCULAR