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Notice of 2013 Annual and Special General Meetings of Shareholders

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Notice of 2013 Annual and Special General Meetings of Shareholders Notice of 2013 Annual and Special General Meetings of Shareholders and Management Information Circular Annual and Special General Meeting: May 7, 2013, 11:30 a.m. World Trade and Convention Centre Halifax, Nova Scotia These security holder materials are being sent to both registered and non-registered owners of the securities of High Liner Foods Incorporated. If you are a non-registered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the issuer (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions in the accompanying Proxy. March 18, 2013 NOTICE OF ANNUAL AND SPECIAL GENERAL MEETINGS OF SHAREHOLDERS The 2013 Annual and Special General Meeting (the “Meeting”) of the Shareholders of High Liner Foods Incorporated will be held at the World Trade & Convention Centre, Halifax, Nova Scotia, on May 7, 2013 at 11:30 a.m. (Halifax Time) for the following purposes: 1. To receive the financial statements of the Company for the fiscal year ended December 29, 2012, and the reports of the directors and auditors; 2. To elect directors for 2013 and approve directors’ compensation for 2013; 3. To appoint auditors and permit the directors to fix their remuneration; 4. To reconfirm the Shareholder Rights Plan Agreement dated July 23, 2010 between the Company and CIBC Mellon Trust Company (the “Rights Plan”, Schedule B), and the issuance of all rights issued pursuant to the Rights Plan; 5. To consider, and if thought appropriate, to pass a resolution approving an amendment to the Company’s Share Option Plan (the “Option Plan”) set forth in the accompanying Management Information Circular (the “Circular”); 6. To consider, and if thought appropriate, to approve a special resolution in the form set forth in Schedule C of the accompanying Circular to amend the articles of association (“Articles”) of the Company as summarized on page 39 of this Circular; and 7. To transact any other business properly before the Meeting. All registered holders of Common Shares as at the commencement of the Meeting are entitled to vote at the Meeting. If you cannot attend in person, please complete, date, sign and return the enclosed proxy not later than 24 hours before the Meeting, using the postage prepaid envelope enclosed for the purpose, or send by fax to 416.368.2502, or send by email to [email protected]. The Annual Financial Statements for the year ended December 29, 2012 together with Management’s Discussion and Analysis of Operations, the Management Information Circular, and a form of Proxy accompany this Notice of Meeting. Dated at Lunenburg, Nova Scotia this 18th day of March, 2013. By Order of the Board Timothy Rorabeck Vice President, Corporate Affairs and General Counsel and Secretary i 2013 MANAGEMENT INFORMATION CIRCULAR TABLE OF CONTENTS NOTICE OF ANNUAL AND SPECIAL GENERAL MEETINGS OF SHAREHOLDERS ......................... I TABLE OF CONTENTS ............................................................................................................................... II QUESTION & ANSWERS VOTING AND PROXIES ............................................................................... IV PROXY INFORMATION ...............................................................................................................................1 PRINCIPAL HOLDERS OF SHARES........................................................................................................1 DESIGNATION AND REVOCABILITY OF PROXIES .................................................................................1 VOTING OF MANAGEMENT PROXIES ..................................................................................................2 BOARD OF DIRECTORS ..............................................................................................................................3 NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS ..................................................................3 DIRECTORS’ LIABILITY INSURANCE ...................................................................................................9 INDEPENDENCE AND BOARD COMMITTEES ........................................................................................9 BOARD AND COMMITTEE MEETINGS HELD AND ATTENDANCE .........................................................9 CEASE TRADE ORDERS AND BANKRUPTCIES .....................................................................................9 COMPENSATION OF NON-EXECUTIVE DIRECTORS .......................................................................... 10 EXECUTIVE COMPENSATION ................................................................................................................. 14 COMPENSATION DISCUSSION AND ANALYSIS .................................................................................. 14 COMPENSATION GOVERNANCE ........................................................................................................ 14 EXECUTIVE SUMMARY ..................................................................................................................... 15 COMPENSATION PHILOSOPHY AND OBJECTIVES............................................................................... 15 RISK ANALYSIS ................................................................................................................................ 16 PERFORMANCE GRAPH ..................................................................................................................... 25 EQUITY COMPENSATION PLAN INFORMATION ................................................................................. 26 OPTION-BASED AWARDS .................................................................................................................. 26 PERFORMANCE SHARE UNIT (PSU) PLAN ........................................................................................ 29 SHARE OWNERSHIP REQUIREMENTS ................................................................................................ 32 SUMMARY COMPENSATION TABLE .................................................................................................. 32 RETIREMENT PLAN BENEFITS .......................................................................................................... 35 TERMINATION AND CHANGE OF CONTROL BENEFITS ....................................................................... 37 INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS ................................................................ 38 APPOINTMENT OF AUDITORS ................................................................................................................ 38 RECONFIRMATION OF THE SHAREHOLDER RIGHTS PLAN ............................................................ 38 APPROVAL OF OPTION PLAN AMENDMENT ...................................................................................... 38 APPROVAL OF AMENDMENTS TO ARTICLES OF ASSOCIATION ................................................... 39 AUDIT COMMITTEE COMPOSITION AND AUDIT FEES ..................................................................... 41 CORPORATE GOVERNANCE PRACTICES ............................................................................................. 41 COMPOSITION OF THE BOARD .......................................................................................................... 41 MEETING OF INDEPENDENT DIRECTORS ........................................................................................... 42 BOARD MANDATE ............................................................................................................................ 42 POSITION DESCRIPTIONS .................................................................................................................. 45 ORIENTATION AND CONTINUING EDUCATION .................................................................................. 45 CODE OF BUSINESS CONDUCT AND ETHICS ...................................................................................... 45 NOMINATION OF DIRECTORS ............................................................................................................ 46 COMPENSATION ............................................................................................................................... 48 REGULAR BOARD ASSESSMENTS ..................................................................................................... 48 CHARTER OF THE BOARD OF DIRECTORS ......................................................................................... 49 BOARD COMMITTEES AND 2012 ACTIVITIES .................................................................................... 49 ADDITIONAL INFORMATION.................................................................................................................. 51 BOARD OF DIRECTORS APPROVAL ...................................................................................................... 51 ii SCHEDULE A - CHARTER OF THE BOARD OF DIRECTORS .............................................................. 52 SCHEDULE B – SHAREHOLDER RIGHTS PLAN AGREEMENT ........................................................
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