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Loblaw Companies Limited 2021 Proxy Circular

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Loblaw Companies Limited 2021 Proxy Circular MANAGEMENT PROXY CIRCULAR LOBLAW COMPANIES LIMITED ANNUAL MEETING OF SHAREHOLDERS MAY 6, 2021 THIS DOCUMENT CONTAINS: NOTICE OF ANNUAL MEETING OF SHAREHOLDERS MANAGEMENT PROXY CIRCULAR March 26, 2021 Dear Fellow Shareholder, On behalf of the Board and management of Loblaw Companies Limited (the “Corporation”), I am pleased to invite you to our Annual Meeting of Shareholders which will be held on Thursday, May 6, 2021, at 11:00 a.m. (Eastern Daylight Time). Due to the ongoing COVID-19 pandemic, and to mitigate risks to the health and safety of our shareholders, colleagues and other stakeholders, this year’s meeting will be held as a virtual meeting only, by way of a live webcast. Shareholders will be able to listen, participate and vote at the meeting in real time through a web-based platform. The Notice of Annual Meeting of Shareholders and related materials are enclosed. This Management Proxy Circular describes the business to be conducted at the meeting. It also contains information on our corporate governance practices and our approach to executive compensation. At the meeting, shareholders will be voting on important matters and we hope that you take the time to review these meeting materials and exercise your vote. You may vote either by attending the virtual meeting or by completing and sending in your proxy form. Please refer to the enclosed materials as they contain relevant information for voting on the business to be conducted at the meeting. We hope you will be able to join us at our meeting, which will occur by live webcast at https:// web.lumiagm.com/474726351. This meeting is an opportunity to listen to and ask questions of the people who are responsible for the performance of the Corporation. Additional information on how to attend the virtual meeting is enclosed and a webcast w ill be ar chived on our w ebsite aft erward. We thank you for your continued support of Loblaw and look forward to your attendance at this year’s meeting. Yours truly, Galen G. Weston Executive Chairman MANAGEMENT PROXY CIRCULAR Table of Contents About the Meeting Notice of Annual Meeting of Shareholders 1 Voting Information................................................................................................................................................................ 1 About this Circular and Related Proxy Materials ............................................................................................................. 1 Notice and Access ............................................................................................................................................................ 1 Questions and Answers on the Virtual Meeting .............................................................................................................. 1 Questions and Answers on the Voting Process ............................................................................................................... 2 General Information........................................................................................................................................................ 5 Share Capital and Principal Shareholder .......................................................................................................................... 5 Business to be Transacted at the Meeting ............................................................................................................................ 6 Receive the Financial Statements .................................................................................................................................... 6 Election of the Board of Directors ................................................................................................................................... 6 Director Compensation.................................................................................................................................................... 15 Appointment of the Auditor ............................................................................................................................................ 18 Advisory Resolution on Approach to Executive Compensation ...................................................................................... 18 Shareholder Proposal ...................................................................................................................................................... 19 Committee Reports Audit Committee Report to Shareholders ....................................................................................................................... 20 2 Risk and Compliance Committee Report to Shareholders ............................................................................................... 23 Pension Committee Report to Shareholders ................................................................................................................... 26 Governance Committee Report to Shareholders ............................................................................................................ 27 Statement of Corporate Governance Practices Statement of Corporate Governance Practices .................................................................................................................... 31 3 Corporate Governance Matters ....................................................................................................................................... 41 Compensation Discussion and Analysis Compensation Discussion and Analysis................................................................................................................................ 45 4 Introduction..................................................................................................................................................................... 46 Executive Compensation Philosophy ............................................................................................................................... 46 Executive Compensation and Risk Management ............................................................................................................. 47 Role of Management and Compensation Consultants .................................................................................................... 48 Components of Compensation........................................................................................................................................ 50 Components of Executive Compensation for 2020 ......................................................................................................... 52 2020 Compensation Decisions Regarding the Named Executive Officers ....................................................................... 65 Termination and Change of Control Benefits .................................................................................................................. 67 Compensation Decisions for 2021................................................................................................................................... 70 Performance Graph......................................................................................................................................................... 71 Summary Compensation Table ........................................................................................................................................ 72 Incentive Plan Awards ...................................................................................................................................................... 73 Pension Plan and Long Service Executive Arrangements ................................................................................................ 74 Indebtedness of Directors, Executive Officers and Employees ........................................................................................ 75 Other Information Director and Officer Liability Insurance........................................................................................................................... 76 Normal Course Issuer Bid ................................................................................................................................................. 76 Non-GAAP Financial Measures........................................................................................................................................ 76 Additional Information.................................................................................................................................................... 76 Contacting the Board of Directors ................................................................................................................................... 76 Board Approval................................................................................................................................................................ 77 Schedule A - Mandate of the Board of Directors A-1 Schedule B - Shareholder Proposal B-1 Notice of Annual Meeting of Shareholders The 2021 Annual Meeting of Shareholders of Loblaw Companies Limited (the “Meeting”) will be held on Thursday, May 6, 2021, at 11:00 a.m. (Eastern Daylight Time) for the following purposes: 1. to receive the consolidated financial statements for the financial year ended January 2, 2021, and the auditor’s report thereon; 2. to elect the directors (see “Election of the Board of Directors” in the Management Proxy Circular (the “Circular”) for additional
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