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(a)	by mail in the enclosed envelope;

(b)	by the Internet by accessing the following Internet site: www.astvotemyproxy.com and entering the personalized 13-digit e-voting control number printed on the form of proxy and following the instructions on the website;

(c)	by fax to 416-368-2502 or toll free in Canada and the United States to 1-866-781-3111;

(d)	by telephone by calling 1-888-489-7352 as described on the enclosed proxy;

(e)	by email by scanning the proxy and emailing it to proxyvote@astfinancial.com; or

(f)	by registered mail, by hand or by courier to the attention of AST Trust Company (Canada), 1 Toronto Street, Suite 1200 Toronto, Ontario M5C2V6.

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(a)	Generally, an OBO will be given a VIF which must be completed and signed by the OBO in accordance with the instructions provided by the intermediary. In this case, the mechanisms described above for Registered Shareholders cannot be used and the instructions provided by the intermediary must be followed.

(b)	Occasionally, an OBO may be given a proxy that has already been signed by the intermediary. This form of proxy is restricted to the number of Shares owned by the OBO but is otherwise not completed. This form of proxy need not be signed by the OBO but must be completed by the OBO and returned to AST Trust Company (Canada) in the manner described above for Registered Shareholders.

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•	amendments of a general housekeeping or clerical nature that, among others, clarify, correct or rectify any ambiguity, defective provision, error or omission in the 2019 ESOP;

•	amendments necessary to comply with applicable laws or the requirements of any securities regulatory authority or stock exchange;

•	modifying the terms and conditions, including restrictions, not inconsistent with the terms of the 2019 ESOP, of any Option, which terms and conditions may differ among individual Option grants and holders of Options;

•

modifying the periods referred to in the 2019 ESOP during which vested Options may be exercised, provided that the Option period is not extended beyond ten years after the date of the granting of the Option (subject to the extension applicable in the event of a blackout period) or, in the case of an Options subject to U.S. taxation with an original maximum term of less than ten years, beyond such term;

•	amendments with respect to the vesting period or with respect to circumstances that would accelerate the vesting of Options;

•	any amendment resulting from or due to the alteration of share capital as more fully set out in the 2019 ESOP;

•	amendments to the provisions relating to the administration of the 2019 ESOP; and

•	suspending or terminating the 2019 ESOP.

•	a reduction in the exercise price of Options or a cancellation and reissuance of Options or other entitlements;

•	an extension of the maximum exercise period of an Option beyond the maximum original expiry date established for such Option at the time of grant (subject to the extension applicable in the event of a blackout period);

•	any amendment to remove or to exceed the limits on holdings by insiders;

•	an increase to the maximum number of Common Shares issuable under the 2019 ESOP;

•	any amendment to expand the definition of “Optionee” provided in the 2019 ESOP, including an amendment that may permit the introduction or reintroduction of a member of a Board who is not an employee of the Company or a subsidiary as an eligible participant;

•	any amendment that would extend the term of an Option granted to an insider for the purposes of the TSX Company Manual;

•	any amendment which would permit Options granted under the 2019 ESOP to be transferable or assignable other than for normal estate settlement purposes; and

•	any amendment to the amendment provisions of the 2019 ESOP.

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1.	the take-over bid must be made by way of a take-over bid circular;

2.	the take-over bid must be made to all holders of Shares as registered in the books of the Company (other than Shares held by the offeror or any associate or affiliate of the offeror or any person acting jointly or in concert with any of them);

3.

the take-over bid must contain, and the take-up and payment for securities tendered or deposited thereunder is subject to, irrevocable and unqualified conditions that: (i) no Shares shall be taken up or paid for pursuant to the take-over bid prior to the close of business on a date that is earlier than 60 days following the date on which the take-over bid was made or such longer period as may be prescribed as the minimum deposit period under applicable Canadian law; and (ii) no Shares shall be taken up or paid for pursuant to the take-over bid unless at the date referred to in (i) above, more than 50% of the aggregate outstanding Shares held by “independent shareholders” shall have been deposited or tendered pursuant to the take-over bid and not withdrawn;

4.

the take-over bid must contain an irrevocable and unqualified provision that unless the take-over bid is withdrawn, Shares may be deposited pursuant to such take-over bid at any time during the period of time between the date of the take-over bid and the date on which Shares may be first taken up and paid for as provided in clause (3)(i) above and that any Shares deposited pursuant to the take-over bid may be withdrawn until taken up and paid for; and

5.

the take-over bid must contain an irrevocable and unqualified provision that unless the take-over bid is withdrawn, if on the date on which Shares may be taken up or paid for, more than 50% of the aggregate outstanding Shares held by “independent shareholders” shall have been deposited or tendered pursuant to the take-over bid and not withdrawn, the offeror will make a public announcement of that fact and the take-over bid will remain open for deposits and tenders of Shares for not less than ten business days from the date of such public announcement.

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(1)	Mr. Beil has held this occupation for the last five years.

(2)	Value calculated based on the closing price of the Company’s common shares on the TSX (being CDN$18.75), shares and DSUs held on March 13, 2019.

(3)	Deferred share units are included in determining whether the minimum share ownership requirements have been satisfied. For more information see sections entitled "Minimum Share Ownership Requirement" and "Director Compensation".

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(1)	Mr. Di Tomaso has held this occupation for the last five years.

(2)	Value calculated based on the closing price of the Company’s common shares on the TSX (being CDN$18.75), shares and DSUs held on March 13, 2019.

(3)	Deferred share units are included in determining whether the minimum share ownership requirements have been satisfied. For more information see sections entitled "Minimum Share Ownership Requirement" and "Director Compensation".

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(1)	Mr. Foster has held this occupation for the last five years.

(2)	Value calculated based on the closing price of the Company’s common shares on the TSX (being CDN$18.75), shares and DSUs held on March 13, 2019.

(3)	Deferred share units are included in determining whether the minimum share ownership requirements have been satisfied. For more information see sections entitled "Minimum Share Ownership Requirement" and "Director Compensation".

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(1)	Mr. Pantelidis has held this occupation for the last five years.

(2)	Value calculated based on the closing price of the Company’s common shares on the TSX (being CDN$18.75), shares and DSUs held on March 13, 2019.

(3)	Deferred share units are included in determining whether the minimum share ownership requirements have been satisfied. For more information see sections entitled "Minimum Share Ownership Requirement" and "Director Compensation".

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(1)	Mr. Quintas was also a director of the Company from May 2005 to June 2006.

(2)	Mr. Quintas has held this occupation for the last five years.

(3)	Value calculated based on the closing price of the Company’s common shares on the TSX (being CDN$18.75), shares and DSUs held on March 13, 2019.

(4)	Deferred share units are included in determining whether the minimum share ownership requirements have been satisfied. For more information see sections entitled "Minimum Share Ownership Requirement" and "Director Compensation".

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(1)	Ms. Salomone has held this occupation for the last five years.

(2)	Value calculated based on the closing price of the Company’s common shares on the TSX (being CDN$18.75), shares and DSUs held on March 13, 2019.

(3)	Deferred share units are included in determining whether the minimum share ownership requirements have been satisfied. For more information see sections entitled "Minimum Share Ownership Requirement" and "Director Compensation".

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(1)	Mr. Yull has held this occupation for the last five years.

(2)	Value calculated based on the closing price of the Company’s common shares on the TSX (being CDN$18.75) and shares held on March 13, 2019.

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(1)	Mr. Yull was also a director of the Company from its incorporation on December 22, 1989 to June 14, 2006 (when he retired as Chairman of the Board of Directors and Chief Executive Office of the Company) and, prior thereto, a director of a predecessor company from 1981. He served as Executive Director of the Company from June 28, 2007 to June 8, 2010.

(2)	Mr. Yull has held this occupation for the last five years.

(3)	Value calculated based on the closing price of the Company’s common shares on the TSX (being CDN$18.75), shares and DSUs held on March 13, 2019.

(4)	Deferred share units are included in determining whether the minimum share ownership requirements have been satisfied. For more information see sections entitled "Minimum Share Ownership Requirement" and "Director Compensation".

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(1)	Mr. Pantelidis attended two Audit Committee meetings prior to Mr. Pantelidis becoming the Chairman of the Board and no longer being a member of the Audit Committee.

(2)	Mr. Quintas was unable to attend two HRCC meetings due to illness.

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(a)	is, or within the last ten years has been, a director, chief executive officer or chief financial officer of any company that:

(i)

was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under applicable securities legislation, and which in all cases was in effect for a period of more than 30 consecutive days (an “Order”), which Order was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer of such company; or

(ii)	was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer of such company.

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(b)

is, or within the last ten years has been, a director or executive officer of any company that, while the proposed director was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; except for Mary Pat Salomone who was a director of Crucible Materials Corp. (“Crucible”) from May 2008 to May 1, 2009. On May 6, 2009, Crucible and one of its affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the US Bankruptcy Court for the District of Delaware. On August 26, 2010, the Bankruptcy Court entered an Order confirming Crucible’s Second Amended Chapter 11 Plan of Liquidation, or

(c)	has, within the last ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his assets.

(a)	any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b)	any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

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(a)	Base salaries provide a base level of annual compensation for the Company’s NEOs generally set at a level that is within a competitive range of the median of companies that compete with the Company for business and executive talent (the "Compensation Peer Group");

(b)	Annual incentive bonuses encourage and reward performance over the financial year compared to predefined goals and objectives and reflect progress toward predetermined company-wide and individual objectives; and

(c)	Long-term incentives such as PSUs and RSUs reward NEOs for the achievement of long-term growth, resulting in increased shareholder value and align the interest of the NEOs with the interest of the shareholders.

(a)	create a proper balance between building shareholder wealth and providing competitive executive compensation while following good corporate governance practices;

(b)	produce long-term, positive results for the Company’s shareholders;

(c)	align executive compensation with corporate performance and appropriate peer-group comparisons; and

(d)	provide market-competitive compensation and benefits that will enable the Company to recruit, retain and motivate the executive talent necessary to be successful.

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(a)

Compensation Adjusted EBITDA, which the HRCC defines as Adjusted EBITDA excluding: (i) performance bonus expense; and (ii) the positive or negative impact on Adjusted EBITDA of the Polyair and Maiweave acquisitions in the current year. The Company defines Adjusted EBITDA as net earnings (loss) before: (i) interest and other finance costs (income); (ii) income tax expense (benefit); (iii) amortization of intangible assets; (iv) depreciation of property, plant and equipment; (v) manufacturing facility closures, restructuring and other related charges (recoveries); (vi) advisory fees and other costs associated with mergers and acquisitions activity, including due diligence, integration and certain non-cash purchase price accounting adjustments ("M&A Costs"); (vii) share-based compensation expense (benefit); (viii) impairment of goodwill; (ix) impairment (reversal of impairment) of long-lived assets and other assets; (x) write-down on assets classified as held-for-sale; (xi) (gain) loss on disposal of property, plant, and equipment; and (xii) other discrete items as disclosed; and

(b)

Compensation Cash Flows, which the HRCC defines as cash flows from operating activities excluding: (i) the cash flows from operating activities of the Polyair and Maiweave acquisitions in the current year; (ii) M&A Costs paid in the current year excluding certain costs associated with planned acquisition integration activities; (iii) discretionary contribution to US defined benefit pension plans made in the current year and (iv) the income tax effect of these items.

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(1)	Represents amounts included in each executive’s W-2, rather than the base salary amount.

(2)

The amount shown for each share–based PSU award is the grant date fair value of PSUs that were granted to the NEO under the PRSU Plan during the specified financial year. The actual value received, if any, could be different and could also be nil, depending on the level of attainment of the performance objectives of the plan. For more information on the PRSU Plan, see the section entitled “Securities Authorized for Issuance Under Equity Compensation Plans”.

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(3)

At the time of settlement, a cash payment was made to each NEO in an amount equal to the product that results from multiplying the number of settled PSUs by the amount of cash dividends per Share declared and paid by the Company from the date of grant of the PSUs to the settlement date. For more information on the PRSU Plan, see the section entitled “Securities Authorized for Issuance Under Equity Compensation Plans”.

(4)

The amount shown for each share–based RSU award is the grant date fair value of RSUs that were granted to the NEO under the PRSU Plan during the specified financial year which is calculated as the VWAP of the Shares on the TSX for the five trading days preceding the date. The actual value received, if any, could be different and could also be nil, depending on the value of the Shares on the date of settlement. For more information on the PRSU Plan, see the section entitled “Securities Authorized for Issuance Under Equity Compensation Plans”.

(5)

The amount shown for each option-based award is the grant date fair value of options that were granted to the NEO under the ESOP during the specified financial year. In accordance with the TSX rules, no further grants of stock options have been made under the ESOP since June 4, 2018, the date on which the ESOP has elapsed. The actual value received, if any, could be different and could also be nil, depending on the value of the Shares on the date of exercise. The grant date fair value of awards is estimated at the date of the grant using the Black-Scholes option pricing model with the following assumptions:

(6)	The amounts shown for annual incentive plans represent amounts awarded under the Company’s senior management bonus plan. Award amounts are based on the level of achievement of financial objectives of the Company. See the section above entitled “Variable Cash Incentive Awards – Bonuses” for additional information.

(7)	Represents the Company’s contribution to its defined contribution pension plan, which qualifies as a deferred salary arrangement under section 401(k) of the United States Internal Revenue Code. See section below entitled "Pension and Other Post-Retirement Benefit Plans" for additional information.

(8)

Except as otherwise indicated, the value of perquisites received by each of the NEOs, including property or other personal benefits provided to the NEOs that are not generally available to all employees, were not in the aggregate greater than the lesser of $50,000 or 10% of the NEO’s total salary for the financial year. Amounts presented are related to an auto allowance and club membership pursuant to the terms of Mr. Yull’s employment agreement and a club membership, pursuant to the term's of Mr. Crystal's employment agreement.

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(1)

This column contains the aggregate value of in-the-money unexercised options as of December 31, 2018, calculated based on the difference between the closing price of the Shares on the TSX on December 31, 2018 (being CDN$ 16.92) and the exercise price of the stock options. Actual gains, if any, on exercise will depend on the value of the Shares on the date of exercise. There is no guarantee that gains will be realized.

(2)	Represents unexercised options that were not in-the-money as of December 31, 2018.

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(1)	The final number of PSUs that vest will range from 0% to 175% of the initial number awarded based on predetermined performance criteria. Based on the Company’s performance as of December 31, 2018, the number of PSUs earned if all of the outstanding awards were to be settled at December 31, 2018, would be as follows:

(2)

The fair value of the PSUs and RSUs is based on the five-day VWAP of Shares on the TSX on December 31, 2018 (CDN$ 16.56). Actual gains, if any, on the settlement of awards will depend on the value of the Shares on the date of settlement. There is no guarantee that gains will be realized. The actual value received on settlement, if any, will be different and could also be nil, depending on variations in the price of the Shares.

(1)	The value is calculated as if the stock options were exercised on the vesting date of each relevant grant. The value is equal to the difference between the closing price of the Shares on the vesting date and the exercise price on the vesting date. Actual gains, if any, on exercise will depend on the value of the Shares on the date of exercise. There is no guarantee that gains will be realized.

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(2)	For settled PSUs, the value is calculated as the number of PSUs on settlement date multiplied by the actual percentage of target based on the PSU Agreement and the VWAP of Shares on the TSX for the five consecutive trading days immediately preceding the date of settlement. The following table provides the percentage of target attained on the PSUs settled in 2018:

(3)

At the time of settlement, a cash payment was made to each NEO in an amount equal to the product that results from multiplying the number of settled PSUs by the amount of cash dividends per Share declared and paid by the Company from the date of grant of the PSUs to the settlement date. For more information on the PRSU Plan, see the section entitled “Securities Authorized for Issuance Under Equity Compensation Plans”.

(4)	The amounts shown for annual incentive plans represent amounts awarded under the Company’s senior management bonus plan. Award amounts are based on the level of achievement of financial objectives of the Company. See the section above entitled “Variable Cash Incentive Awards – Bonuses” for additional information.

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(1)	The value of the PSUs and RSUs is based on the five-day VWAP of Shares on the TSX on December 31, 2018 (being CDN$ 16.56, USD$ 12.18). Includes dividend equivalent amounts.

(2)	Represents continuation of benefits, including medical, dental and other insurance benefits.

(3)	Change of Control as defined by the applicable employment agreement and plan documents. The same amount would be payable if PSUs and RSUs were not assumed in the event of Change of Control. For PSUs and RSUs the amounts above apply only to terminations other than for cause by the Company (and not resignations) within 12 months of a Change of Control.

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(1)	Represents total compensation for Board and Committee services, which includes both cash payments and the value of DSUs elected in lieu of cash for such fees.

(2)

The amount shown for each share-based award is the grant date fair value of the DSUs that were granted to the director under the DSU Plan for the specified financial year which is calculated as the VWAP of the Shares on the TSX for the five trading days preceding the date on which the DSU value is determined. Amounts presented include quarterly dividend grant. Amounts presented do not include DSUs elected in lieu of cash for semi-annual directors’ fees. For more information on the DSU Plan and amendments thereto, see the section entitled “Securities Authorized for Issuance Under Equity Compensation Plans”.

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(1)

This column sets out the aggregate value of in-the-money unexercised options as of December 31, 2018, calculated based on the difference between the closing price of the Shares on the TSX on December 31, 2018 (being CDN$ 16.92) and the exercise price of the stock options. Actual gains, if any, on exercise will depend on the value of the Shares on the date of exercise. There is no guarantee that gains will be realized.

(1)	All outstanding DSUs were 100% vested for directors as of December 31, 2018 and as such, no unvested amounts are shown in the table above.

(2)	The value of the DSUs is calculated based on the five-day VWAP of Shares on the TSX on December 31, 2018 (CDN$ 16.56). For more information on the DSU Plan, see the section entitled “Securities Authorized for Issuance Under Equity Compensation Plans.”

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(1)	All outstanding options were 100% vested for directors as of December 31, 2016 and as such, nil is shown in the table above.

(2)

The value is calculated as if the DSUs were settled on the vesting date of each relevant grant. The DSU value is based on the five-day VWAP of Shares on the TSX on the vesting date, which is the same as the grant date. Included in the table above are DSUs elected in lieu of cash for semi-annual directors’ fees earned during 2017 that were not yet granted as of December 31, 2017 and were granted in 2018.

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(1)	The Company’s contribution for the fiscal year ended December 31, 2018 was paid in 2019.

(1)	In accordance with the TSX rules, no further grants of stock options can be made under the ESOP since June 4, 2018, the date on which the ESOP has elapsed.

(2)	Number of securities to be issued upon exercise of outstanding options represents 1.7 percent of outstanding Shares as of December 31, 2018.

a.	options expire not later than ten years after the date of grant and, unless otherwise determined by the Board of Directors, all vested options under a particular grant expire 24 months after the vesting date of the last tranche of such grant;

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b.	if an option is to expire during a period when the optionee is prohibited by the Company from trading in the Shares pursuant to the policies of the Company (a “Blackout Period”), or within ten business days of the expiry of such Blackout Period, the term of such option will be automatically extended for a period of ten business days immediately following the end of the Blackout Period;

c.	options that are granted to directors who are not executive officers of the Company vest as to 25% on the date of grant, with another 25% vesting on each of the first three anniversaries of the date of grant;

d.	all other options granted vest as to one-fourth on each of the first, second, third and fourth anniversaries of the date of grant for options granted prior to June 11, 2014 and vest as to one-third on each of the first, second and third anniversaries of the date of grant for options granted subsequent to June 11, 2014;

e.	options granted under the ESOP may not at any time be repriced;

f.	options granted under the ESOP may not be assigned;

g.	in the event that a bona fide offer to purchase all or part of the outstanding Shares is made to all shareholders, notice thereof must be given by the Company to all optionees and all options will become immediately exercisable, but only to the extent necessary to enable an optionee to tender his or her Shares should the optionee so desire; and

h.	the ESOP does not provide for financial assistance from the Company to optionees.

a.	SARs expire not later than ten years after the date of grant. The expiry date of SARs, and their vesting schedule, if any, will be set out in the applicable agreement evidencing the grant of SARs to a participant;

b.	once the expiry date of SARs is determined in the applicable agreement, such expiry date may not be extended;

c.	the aggregate number of SARs that may be granted to directors who are not employees of the Company cannot exceed 1% of the number of issued and outstanding Shares;

d.	the base price of a SAR will be the closing price of the Shares on the TSX on the trading day immediately preceding the day on which a SAR is granted; and

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e.	the base price of each SAR is confirmed in writing by the HRCC to the participant at the time of grant and once so confirmed, may not be changed; and

f.	upon the occurrence of a change in control (as defined in the SAR Plan), all SARs outstanding at such time will become fully and immediately vested and will remain exercisable until their expiration, termination or cancellation pursuant to the terms of the SAR Plan and the applicable grant agreement.

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•	50% based on the Company's TSR relative to the Peer Group over the measurement period as set out on the table below.

•	50% based on the Company's ROIC Performance as set out on the table below.

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•	Robert M. Beil

•	Frank Di Tomaso

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•	Robert J. Foster

•	James Pantelidis

•	Jorge N. Quintas

•	Mary Pat Salomone

(i)	the director is, or has been within the last three years, an employee or executive officer of the Company or a subsidiary, or an immediate family member of the director is, or has been within the last three years, an executive officer of the Company or a subsidiary;

(ii)	the director is a current partner or employee of a firm that is the Company’s internal or external auditor, or was within the last three years, a partner or employee of that firm and personally worked on the Company’s audit within that time;

(iii)	an immediate family member of the director is a current partner of a firm that is the Company’s internal or external auditor, or is a current employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice, or was, within the last three years a partner or employee of that firm and personally worked on the Company’s audit within that time;

(iv)	the director, or an immediate family member of the director, is or has been within the last three years, an executive officer of an entity on which any of the Company’s current executive officers serve or served at that time on the entity’s compensation committee; or

(v)

the director or an immediate family member of the director who is employed as an executive officer of the Company has received, during any twelve-month period within the last three years, more than $75,000 in direct compensation from the Company, other than (a) director and committee fees, (b) pension or other forms of deferred compensation for prior service provided that such compensation is not contingent in any way on continued service, and (c) compensation for previously acting as an interim chief executive officer of the Company or previously acting as a Chairman of the Board of Directors on a part-time basis.

•	Gregory A. C. Yull, who is the Chief Executive Officer of the Company; and

•	Melbourne F. Yull, whose “immediate family member” (Gregory A. C. Yull) is Chief Executive Officer of the Company.

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(i)	develop and recommend to the Board of Directors a set of corporate governance principles applicable to the Company;

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(ii)	monitor corporate governance issues, trends and proposed, new or amended regulatory requirements and, as appropriate, make recommendations to the Board of Directors;

(iii)	advise the Board of Directors with respect to the charters, structure and operations of the various committees of the Board of Directors and qualifications for membership thereon;

(iv)	in consultation with the Chairman of the Board of Directors and the Chief Executive Officer of the Company, make recommendations to the Board of Directors regarding which directors should serve on the various committees of the Board of Directors;

(v)	authorize any waiver of the compliance by an executive officer or a director with the Company’s Code of Conduct, oversee the investigation of any alleged breach of the Code of Conduct and make recommendations to the Board of Directors regarding any measures to be taken by the Board of Directors with respect thereto;

(vi)	exercise oversight of the policies and processes adopted by it or the Board of Directors relating to director orientation and continuing education;

(vii)	exercise oversight of the processes adopted by the Board of Directors for evaluating (a) the overall performance and workings of the Board of Directors as a whole, and (b) the performances of individual directors;

(viii)	establish a process for determining the “independence” of directors, the identification of “financial experts”, and the “financial literacy” of directors, as those terms are defined from time to time under the requirements or guidelines for board service under applicable securities laws and the rules of any stock exchange on which the Company’s securities are listed for trading; and

(ix)	review the size and composition of the Board of Directors.

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(a)	the latest Form 20-F filed in lieu of an Annual Information Form of the Company together with any document, or the pertinent pages of any document, incorporated by reference therein;

(b)	the Consolidated Financial Statements of the Company as of December 31, 2018 and 2017 and for each of the years in the three-year period ended December 31, 2018, together with the accompanying Auditor’s Report thereon and any interim financial statements of the Company for periods subsequent to December 31, 2018 and Management’s Discussion and Analysis with respect thereto; and

(c)	this Circular,

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1.	Definitions

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2.	Purpose of the Plan

3.	Administration

3.1

The Plan is under the direction of the Board. The Committee makes recommendations to the Board in relation to the Plan and to the grants of Options. The Board, in its sole discretion, shall have full and complete authority to administer and interpret the Plan and to prescribe such rules and regulations and make such other determinations as it deems necessary or useful for the administration of the Plan, including the power and authority:

3.1.1	to select the Optionees to whom Options may be granted from time to time;

3.1.2	to determine the time or times of grant and the time or times of vesting of Options granted to Optionees;

3.1.3	to determine the number of Shares subject to each Option;

3.1.4	to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Option, which terms and conditions may differ among individual Option grants and Optionees, and to approve forms of option grant letters or option agreements under the Plan;

3.1.5	to accelerate the vesting or exercisability of all or any portion of any Option; and

3.1.6	to make all determinations it deems advisable for the administration of the Plan, to decide all disputes arising in connection with the Plan and to otherwise supervise the administration of the Plan.

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3.2

No member of the Board or the Committee or any delegate thereof shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee and any delegate thereof shall be entitled in all cases to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Corporation’s articles or bylaws or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Corporation.

3.3	Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other jurisdictions in which the Corporation and its Subsidiaries operate or have Employees or Consultants, the Board, in its sole discretion, shall have the power and authority to:

3.3.1	determine which Subsidiaries shall be covered by the Plan;

3.3.2	determine which Employees or Consultants outside of Canada are eligible to participate in the Plan;

3.3.3	modify the terms and conditions of any Option granted to Optionees outside of Canada to comply with applicable foreign laws;

3.3.4	establish subplans and modify exercise procedures and other terms and procedures, to the extent the Board determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as addendums); provided, however, that no such subplans and/or modifications shall be deemed to increase the share limitations contained in Section 4 hereof; and

3.3.5	take any action, before or after an Option grant is made, that the Board determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals.

4.	Shares Subject to the Plan

4.1	In addition to any options already outstanding under other incentive plans of the Corporation, the maximum number of Shares issuable under this Plan shall not exceed 10% of the issued and outstanding Shares, as calculated on the date of grant of each Option.

4.2	All of the Shares covered by exercised, expired, cancelled or forfeited Options shall become available Shares under Section 4.1 for the purposes of Options that may be subsequently granted under the terms of the Plan.

5.	Grant of Options

5.1	The Board, in its sole discretion, shall from time to time designate the Employees or Consultants to whom Options shall be granted, the number of Shares to be covered by each such Option and the terms and conditions of such Option.

5.2	Any Optionee, at the time of the granting of the Option, may hold more than one Option. However, no Optionee will be able to hold Options to purchase Shares exceeding 5% of the number of Shares issued and outstanding from time to time.

5.3	The number of Shares issuable to Insiders of the Corporation, at any time, under the Plan and any other Security Based Compensation Arrangement of the Corporation cannot exceed 10% of the Corporation’s total issued and outstanding shares.

5.4	The number of Shares issued to Insiders of the Corporation, within any one year period, under the Plan and any other Security Based Compensation Arrangement of the Corporation cannot exceed ten 10% of the Corporation’s total issued and outstanding shares.

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5.5	Each grant of Options shall be evidenced by a letter from the Corporation addressed to the Optionee or an agreement between the Corporation and the Optionee, setting forth the date of the grant, the number of Shares covered by such Options, the Exercise Price, the Option Period, any vesting conditions and any other terms and conditions applicable to such Options.

6.	Exercise Price

7.	Option Period

7.1	Subject to Section 7.2, once an Option has vested, it shall be exercisable during a period established by the Board (the “Option Period”) which shall commence not earlier than the date of the granting of the Option and shall terminate not later than the later of (x) 10 years after the date of the granting of the Option or (y) if applicable, the time set forth in Section 7.3.

7.2	Notwithstanding Section 7.1 and subject to Section 14.2.5:

7.2.1

except as provided in Section 7.2.2 or 7.2.3 (or as may otherwise be expressly set forth in Optionee’s employment or consulting agreement in compliance with Section 7.1), if an Optionee’s employment or consulting relationship with the Corporation or Subsidiary terminates for any reason, all unvested Options shall be forfeited on the date that is his or her Last Working Day or the date of termination of the consulting relationship, as applicable, and the Option Period of all vested Options shall terminate on the earlier of: (i) the date that is 90 days following his or her Last Working Day or the date of termination of the consulting relationship, as applicable or (ii) the expiration of the maximum Option Period established pursuant to Section 7.1;

7.2.2

if an Optionee’s employment or consulting relationship with the Corporation or a Subsidiary is terminated for fraud against the Corporation or a Subsidiary, misappropriation of money or other property of the Corporation or a Subsidiary, material violation of any material policy of the Corporation or a Subsidiary, other serious misconduct (as determined by the Corporation in its sole discretion), material breach of the Optionee’s employment or consulting agreement, if any, or for any reason which constitutes just cause at law, all vested and unvested Options shall be forfeited with immediate effect;

7.2.3

subject to Section 7.2.2, if an Optionee ceases to be an Employee or Consultant by reason of death, Retirement or Permanent Disability, all unvested Options shall vest immediately and the Option Period of all vested Options shall terminate on the earlier of (i) the date that is 365 days following the date of the Optionee’s death, Retirement or Permanent Disability or (ii) the expiration of the maximum Option Period established pursuant to Section 7.1.

7.3

If the date on which the maximum Option Period established pursuant to Section 7.1 is scheduled to terminate shall fall during a Blackout Period or within 10 business days after the last day of a Blackout Period, the Option Period shall instead terminate 10 business days after the last day of a Blackout Period; provided, however, that the Option shall terminate earlier on the scheduled termination date if necessary for compliance with Section 409A of the Internal Revenue Code of 1986, as amended. For the avoidance of doubt, this Section 7.3 shall not apply to the post-termination exercise periods set forth in Sections 7.2.1 and 7.2.3.

7.4	All rights conferred by an Option not exercised at the termination of the Option Period shall be forfeited.

8.	Exercise of Option

8.1

Subject to Section 8.2, the vested portion of an Option may be exercised at any time, or from time to time subject to any restrictions set forth in the applicable grant agreement (such as on account of Blackout Periods), during its term by giving written notice of the election to exercise to the Corporation, and (b) by delivering a cash payment (including cash raised through a broker-assisted cashless exercise) equal to the Exercise Price for each Share to be acquired pursuant to the exercise of such Option plus the applicable taxes contemplated by Section 9, subject to such procedural requirements as may be established by the Corporation from time to time.

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8.2

The exercise of any Option shall be subject to the condition that if at any time the Corporation shall determine in its sole discretion that it is necessary or desirable to comply with any legal requirement or the requirements of the TSX or other regulatory authority as a condition of, or in connection with, such exercise or the issue of Shares as a result thereof, then in any such event such exercise shall not be effective unless such compliance shall have been effected on conditions satisfactory to the Corporation.

8.3	Upon actual receipt by the Corporation of written notice addressed to the Secretary of the Corporation and payment for the Shares to be purchased, the person exercising the Option shall be registered in the books of the Corporation as the holder of the appropriate number of Shares.

9.	Withholdings

9.1

The Corporation or any Subsidiary may withhold, or cause to be withheld, and deduct, or cause to be deducted, from any amount to be paid to the Optionee, any amount the Corporation or any Subsidiary is entitled or required to withhold or deduct on account of income taxes, social security charges or other deductions that may be required by any applicable law or by any Canadian, foreign, federal, provincial, territorial, state or local governmental authority in respect of (i) the grant, surrender or exercise of an Option, (ii) the issuance of, the disposition of, or other transaction involving Shares purchased under the Plan, or (iii) any payment or benefit under the Plan (the “Withholding Amount”). Any Withholding Amount retained or received from the Optionee will be remitted to the appropriate governmental authority by the Corporation or a Subsidiary.

9.2	The Optionee accepts that the Corporation or any Subsidiary shall have the right to require payment by the Optionee of the Withholding Amount, and may take any means necessary (but is not obligated to take any particular means) to obtain payment from the Optionee thereof, including:

9.2.1	permitting the Optionee to pay to the Corporation, in addition to and concurrently with the Exercise Price, the Withholding Amount upon exercise of the Option;

9.2.2	withholding the necessary amount from the Optionee’s cash remuneration payment or any other amounts owing by the Corporation to the Optionee following the exercise of the Option; or

9.2.3

selling, or arranging to sell, in the market or as the Corporation may determine, on behalf of the Optionee, a sufficient number of such Shares to realize net cash proceeds sufficient (after taking into account any transaction cost which will be borne by the Optionee) to pay the Withholding Amount; whereby, the Optionee directs such net cash proceeds to be paid to the Corporation or a Subsidiary in satisfaction of the Optionee’s obligation to pay the Withholding Amount.

9.3	If the Corporation or any Subsidiary does not withhold an amount or require payment of an amount by an Optionee sufficient to satisfy all obligations referred to in 9.1, the Optionee shall forthwith make reimbursement, on demand, in cash, of any amount paid by the Corporation or any Subsidiary to a governmental authority to satisfy any such obligation.

10.	Non-assignable

11.	Not a Shareholder

12.	Change of Control

12.1	Notwithstanding any other provision of this Plan, in the event of a Change of Control, all Options that are outstanding immediately prior the Change of Control shall, as determined by the Corporation in its sole discretion:

12.1.1	remain in full force and effect in accordance with their terms after the Change of Control;

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12.1.2	be equitably assumed, converted or exchanged into or for options, rights or other securities in any entity participating in or resulting from a Change of Control;

12.1.3	be cancelled or deemed exercised (whether vested or unvested) with fully vested payment to the Optionee of an amount per Option Share that is cancelled or deemed exercised (whether vested or unvested) equal to the positive difference between the per share Change of Control price of the Shares and the applicable Exercise Price and applicable taxes; and/or

12.1.4

be cancelled without payment to the Optionee, provided the holder of such Option (including any beneficiary or representative of a decedent or permanently disabled Optionee) shall have been given the opportunity, contingent on the closing of the Change in Control, to exercise the Option in full (whether vested or unvested) for fully vested Shares within twenty-one (21) days prior to the Change of Control (or such other reasonable period under the circumstances).

12.2

To the extent that Section 12.1.1 and/or 12.2.2 applies to an Option and such Option will cease to cover securities listed on a North American stock exchange, the holder of such Option (including any beneficiary or representative of a decedent or permanently disabled Optionee) shall be given the opportunity, contingent on the closing of the Change in Control, to exercise such Option in full (whether vested or unvested) for fully vested Shares within twenty-one (21) days prior to the Change of Control (or such other reasonable period under the circumstances).

12.3	In the event that within two years on or after a Change of Control an Optionee resigns his or her employment for Good Reason or such employment is involuntarily terminated (other than in circumstances described in Section 7.2.2), the vesting of such Optionee’s outstanding Options shall accelerate in full.

12.4

Upon the Corporation entering into a binding purchase agreement relating to a transaction which, if completed, would result in a Change of Control, the Corporation shall give written notice of the proposed Change of Control to the Optionees, together with a description of the effect of such Change of Control on outstanding Options, twenty-one (21) days prior to the closing of the transaction resulting in the Change of Control (or such other reasonable period under the circumstances).

12.5	For the avoidance of doubt, the provisions of this Section 12 shall be in addition to, and shall not override, any rights with respect to Options contained in any offer letter, employment agreement or contract between Optionee and the Corporation.

13.	Effects of Alteration of Share Capital

14.	Amendment and Termination

14.1	The Board bears full responsibility with regard to the Plan, which includes, but is not limited to, the power and authority to amend, suspend or terminate the Plan, in whole or in part, or amend the terms and conditions of outstanding Options, provided that such amendment, suspension or termination shall:

14.1.1	be subject to obtaining approval of the shareholders of the Corporation, unless not required pursuant to Section 14.2 or applicable securities law or TSX requirements;

14.1.2	be subject to obtaining any required approval of any securities regulatory authority or the TSX; and

14.1.3	not adversely alter or impair any Option previously granted (provided that the Board may at its discretion accelerate the vesting of any Option regardless of any adverse or potentially adverse tax consequences resulting from such acceleration).

14.2	Subject to Section 14.3, shareholder approval is not required with respect to certain amendments including, without limitation, those set forth below in this Section 14.2, provided that they are made in accordance with applicable securities law and TSX requirements:

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14.2.1	amendments of a general housekeeping or clerical nature that, among others, clarify, correct or rectify any ambiguity, defective provision, error or omission in the Plan;

14.2.2	amendments necessary to comply with applicable laws or the requirements of any securities regulatory authority or stock exchange;

14.2.3	modifying the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Option, which terms and conditions may differ among individual Option grants and Optionees;

14.2.4

modifying the periods referred to in Section 7.2 of the Plan during which vested Options may be exercised, provided that the Option Period is not extended beyond the later of (x) 10 years after the date of the granting of the Option or (y) if applicable, the time set forth in Section 7.3 (or, in the case of an Option subject to United States taxation, provided that the Option Period is not extended beyond the earlier of (i) 10 years after the date of the granting of the Option or (ii) the original maximum term of the Option);

14.2.5	amendments with respect to the vesting period or with respect to circumstances that would accelerate the vesting of Options;

14.2.6	any amendment resulting from or due to the alteration of share capital as more fully set out in Section 13, hereof;

14.2.7	amendments to the provisions relating to the administration of the Plan; and

14.2.8	suspending or terminating the Plan.

14.3	Notwithstanding Section 14.2, shareholder approval is required for:

14.3.1	a reduction in the Exercise Price of Options or a cancellation and reissuance of Options or other entitlements;

14.3.2	Subject to Section 7.3, an extension of the maximum Option Period of an Option beyond the maximum original expiry date established for such option at the time of grant (for example, beyond 7 years from the date of grant, subject to extension under Section 7.3 in the case of a Blackout Period, for an option granted with a 7-year term);

14.3.3	any amendment to remove or to exceed the limit in Section 5.3 or 5.4;

14.3.4	an increase to the maximum number of Shares issuable under the Plan;

14.3.5	any amendment to expand the definition of Optionee, including an amendment that may permit the introduction or reintroduction of a member of a Board who is not an Employee of the Corporation or a Subsidiary as an eligible participant;

14.3.6	any amendment that would extend the term of an Option granted to an Insider of the Corporation for the purposes of the TSX Company Manual;

14.3.7	any amendment which would permit Options granted under the Plan to be transferable or assignable other than for normal estate settlement purposes; and

14.3.8	any amendment to the provisions of this Section 14.3.

14.4	With regard to shareholder approval as required pursuant to Section 14.3.1, 14.3.2 or 14.3.3, the votes attached to shares held directly or indirectly by Insiders benefiting directly or indirectly from the amendment must be excluded.

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14.5	With regard to shareholder approval as required pursuant to Section 14.3.5, where the amendment will disproportionately benefit one or more Insiders over other Optionees, the votes attached to shares held directly or indirectly by those Insiders receiving the disproportionate benefit must be excluded.

14.6	In the event that the Board terminates the Plan, all Options granted to Optionees will become fully exercisable by the Optionees, unless the Board, in its sole discretion, determines otherwise.

15.	Final Provisions

15.1

The Corporation’s obligation to issue Shares upon the exercise of Options is subject to compliance with applicable laws and regulations in respect of the issuance or distribution of securities and with the rules of the TSX. Each Optionee shall agree to comply with such laws, regulations and rules and to provide to the Corporation any information or undertaking required to comply with such laws, regulations and rules.

15.2

The participation in the Plan of an Employee or Consultant shall be entirely optional and shall not be interpreted as conferring upon an Employee or Consultant any right or privilege whatsoever, except for the rights and privileges set out expressly in the Plan. Neither the Plan nor any act that is done under the terms of the Plan shall be interpreted as restricting the right of the Corporation to terminate the employment of an Employee at any time.

15.3	No Employee or Consultant to whom Options have been granted acquires an automatic right to be granted one or more Options under the terms of the Plan by reason of any previous grants of Options under the Plan.

15.4	The Plan does not provide for any guarantee in respect of any loss or profit which may result from fluctuations in the price of the Shares.

15.5	The Corporation shall assume no responsibility as regards the tax consequences that participation in the Plan will have for an Employee or Consultant, and such persons are urged to consult their own tax advisors in such regard.

15.6	The Plan and any Option granted under the terms of the Plan shall be governed and interpreted according to the laws of the province of Québec and the federal laws of Canada applicable thereto.

15.7	Each Optionee agrees with the Corporation that this Plan and all agreements, notices, declarations and documents accessory to the Plan be drafted in English only. Chaque bénéficiaire consent avec la société à ce que ce Plan ainsi que toutes conventions, avis, déclarations et documents afférents au Plan soient rédigés en anglais seulement.

15.8	This Plan becomes effective as of March 12, 2019 and applies to any Options granted on or after such date (including any Options that are granted subject to approval of this Plan by the shareholders of the Corporation).

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1.	Definitions.

2.	Eligibility. US Optionees under the Plan will be such US Participants who are selected from time to time by the Board in its sole discretion.

3.	Special Option Grant Rules. Any Option granted under the Plan and this Addendum must be made pursuant to a Stock Option Award Agreement in such form as the Board may from time to time approve. Stock Option Award Agreements need not be identical. Options granted under the Plan shall be Non-Qualified Stock Options.

(a)

Exercise Price; Exercise. The exercise price per share for the Shares covered by an Option shall be determined by the Board at the time of grant but shall not be less than 100% of the Fair Market Value on the date of grant. The Board shall determine the Fair Market Value of the Shares in accordance with Section 6 of the Plan based on the reasonable application of a reasonable valuation method not inconsistent with Section 409A of the US Code.

(b)	Option Term. The term of each Option shall be fixed by the Board in accordance with Section 7 of the Plan.

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(c)	Non-Transferability of Stock Options. No Option shall be transferable by the US Optionee otherwise than by will or by the laws of descent and distribution and all Options shall be exercisable, during the US Optionee’s lifetime, only by the US Optionee, or by the US Optionee’s legal representative or guardian in the event of the US Optionee’s incapacity.

4.

Tax Withholding. Each US Optionee shall, no later than the date as of which the value of an Option, Shares or other amounts received thereunder first becomes includable in the gross income of the US Optionee for U.S. Federal income tax purposes, pay to the Corporation, or make arrangements satisfactory to the Board regarding payment of, any U.S. Federal, state, or local taxes of any kind required by law to be withheld by the Corporation with respect to such income. The Corporation and any Subsidiary shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the US Optionee. The Corporation’s obligation to deliver stock certificates to any US Optionee is subject to and conditioned on any such tax withholding obligations being satisfied by the US Optionee.

5.

Information to Holders of Options. In the event the Corporation is relying on the exemption from the registration requirements of Section 12(g) of the Exchange Act contained in paragraph (f)(1) of Rule 12h-1 of the Exchange Act, the Corporation shall provide the information described in Rule 701(e)(3), (4) and (5) of the Securities Act to all holders of Options in accordance with the requirements thereunder. The foregoing notwithstanding, the Corporation shall not be required to provide such information unless the US Optionee has agreed in writing, on a form prescribed by the Corporation, to keep such information confidential.

6.

Effective Date; Stockholder Approval. This Addendum shall be approved by stockholders in accordance with applicable law and the Corporation’s governing documents within twelve (12) months after adoption by the Board. If the stockholders fail to approve this Addendum within twelve (12) months after its adoption by the Board, then any Options granted to US Participants pursuant to this Addendum shall be rescinded and no additional grants shall thereafter be made under this Addendum. Subject to such approval by stockholders and to the requirement that no Shares may be issued hereunder prior to such approval, Options may be granted hereunder on and after adoption of this Addendum by the Board.

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