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

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 ...... 57 SCHEDULE C – ARTICLES OF ASSOCIATION ...... 107

All references to this “Circular” means this Management Information Circular dated March 18, 2013 in connection with the 2013 Annual and Special General Meeting of the Shareholders of High Liner Foods Incorporated to be held on May 7, 2013 (the “Meeting”). In this document “Shareholders”, “you” and “your” refer to the holders of common shares of the Company, and “High Liner”, the “Company” or “we”, “us”, “our” refer to, High Liner Foods Incorporated.

For the year ended December 29, 2012, the Company began reporting financial results in U.S. dollars, and as required, the conversion of applicable amounts to U.S. dollars has been reflected throughout the Circular. For purposes of this conversion we have used an exchange rate of 0.9996, representing the average of the Bank of Canada noon-day rate for the fiscal year 2012, however different conversion rates are used (where noted) in particular circumstances as required. Unless otherwise noted all reported figures within the Circular will be reported in U.S. dollars. Canadian Dollars is defined as “CAD”.

iii

QUESTION & ANSWERS Mellon Trust Company (referred to as the “Transfer Agent”), upon arrival at the Meeting. VOTING AND PROXIES If your Shares are held in the name of a nominee (e.g. your broker or financial institution), please see the answer to question 17 for voting instructions.

1. Who is entitled to vote? 5. Who is soliciting my proxy? Common Shareholders of the Company (“Shareholders”) The enclosed form of proxy is being solicited by management who are registered as at the commencement of the Meeting are of the Company and the associated costs will be borne by the entitled to be present and to vote at the Meeting. Each Company. The solicitation will be only by mail distributed by common share of the Company (a “Share”) is entitled to one Canadian Stock Transfer Company Inc. on the Company’s vote. behalf.

2. What and I voting on? 6. What happens if I sign and return the enclosed Shareholders of the Company are voting on the election of the form of proxy? directors to the Board of the Company and approval of Signing the enclosed form of proxy gives authority to D.J. directors’ compensation for 2013, the appointment of auditors Hennigar or H.E. Demone, both directors of the Company, or for the Company for 2013 and permitting the directors to fix to another person you have appointed, to vote your Shares at their remuneration. The Directors are also recommending the the Meeting in accordance with your instructions. reconfirmation of the Shareholder Rights Plan approved by Directors on July 23, 2010 and by Shareholders on January 5, 7. Can I appoint someone other than these directors 2011, the amendment to the Option Plan and amendments to to vote my Shares? the Articles of the Company. Management of the Company Yes. Write the name of this person, who must also be a will also present the Company’s financial statements for the registered Shareholder of the Company (if you are an year ending December 29, 2012, but no vote will be taken on individual shareholder), in the blank space provided in the the financial statements. form of proxy. If the shareholder is a corporation, your proxy need not be a Shareholder. 3. How do I vote? There are two ways that you can vote your Shares if you are a 8. What do I do with my completed proxy? registered Shareholder of the Company. You may vote in Return it to the Company’s Transfer Agent, Canadian Stock person at the Meeting, or you may sign the enclosed form of Transfer Company Inc. as administrative agent for CIBC proxy appointing the persons named, or some other person Mellon Trust Company, in the postage prepaid envelope you choose, to represent you and vote your Shares at the provided, or fax it to 416.368.2502 or email it to Meeting. However, if you want to appoint a proxy other than [email protected] so that it arrives not later than 11:30 the persons named, if you are an individual your proxy must a.m. Halifax Time (10:30 a.m. Eastern Time) on May 6, 2013. also be a registered Shareholder of the Company. A This will ensure your vote is recorded. Shareholder that is a corporation may appoint as its proxy a person who is not a Shareholder of the Company. 9. If I change my mind can I take back my proxy If your Shares are held in the name of a nominee (e.g. your once I have submitted it? broker or financial institution), please see the answer to Yes. If you wish to change your mind, prepare a written question 17 for voting instructions. statement stating this. You, or your attorney as authorized in writing, must sign the statement, or, if the Shareholder is a 4. Do I have to complete the proxy if I plan to attend corporation, under its corporate seal or by an officer or the Meeting? attorney of the corporation duly authorized. This statement If you are a registered Shareholder and you plan to attend the must be delivered to either the head office of the Company or Meeting on May 7, 2013 and wish to vote your Shares in at the office of Canadian Stock Transfer Company, or with the person you do not need to complete or return the form of Chairman of the Meeting at any time before the adjournment proxy. Your vote will be taken and counted at the Meeting. of the Meeting. Please register with the transfer agent, Canadian Stock Transfer Company Inc. as administrative agent for CIBC iv

75% of votes cast. In the case of equal votes cast, the 10. How will my shares be voted if I submit my Chairman of the Meeting is entitled to a casting vote. proxy? The persons named on the form of proxy must vote for or 15. Who counts the votes? against or withhold from voting your Shares in accordance The Company’s Transfer Agent, Canadian Stock Transfer with your directions. However, if you do not provide Company Inc. as administrative agent for CIBC Mellon Trust directions, your Shares will be voted in favour of the Company, counts and tabulates the proxies. appointment of auditors, the election of directors and directors’ compensation for 2013, the reconfirmation of the 16. If I need to contact the Transfer Agent, how do I Rights Plan, the amendment to the Option Plan and the reach them? amendments to the Articles, each as outlined in this Circular. You can reach the Transfer Agent at:

11. What if amendments are made to these matters or CIBC Mellon Trust Company if other matters are brought before the Meeting? c/o Canadian Stock Transfer Company The person named in the form of proxy will have discretionary P.O. Box 721 authority with respect to amendments or variations to matters Agincourt, ON M1S 0A1 identified in the Notice of Meeting and to other matters that may come before the Meeting. If any other matters properly or by telephone: come before the Meeting, the persons named in the form of proxy will vote on them in accordance with their best 1.800.387.0825 (toll free in North America) judgment. 1.416.643.5500 (all other countries) or by fax at 1.416.368.2502 or by email at [email protected] 12. How many Shares are entitled to vote? As of March 18, 2013, there were outstanding 15,145,244 17. If my Shares are not registered in my name but Shares of the Company. Each registered Shareholder has one are held in the name of a nominee (a bank, trust vote for each Share held at the time of commencement of the Meeting. company, securities broker, trustee or other), how do I vote my Shares? 13. What happens if I want to transfer my Shares There are two kinds of non-registered or “beneficial’ owners – prior to the Meeting? those who object to their name being known to the Company You are free to transfer your Shares at any time, and any (called “Objecting Beneficial Owners”) and those who do not registered Shareholder as of the time of the Meeting may vote object (called “Non-Objecting Beneficial Owners”). If you are at the Meeting. However, the person to whom you have a Non-Objecting Beneficial Owner, the Company will obtain transferred your Shares must be able to establish before the your name and you will be treated as if you are a registered Meeting that he or she owns the Shares, and therefore we holder. You will receive proxy related materials including a recommend that you complete the contemplated transfers at form of proxy from our Transfer Agent, Canadian Stock least 48 hours prior to the Meeting. Also, for the purposes of Transfer Company Inc. as administrative agent for CIBC communicating effectively with the Company’s Shareholders, Mellon Trust Company and you may refer to the answers in March 18, 2013 has been fixed as the Record Date for the this Q&A as if you are a registered holder. purposes of determining those Shareholders entitled to receive Notice of the Meeting. The Transfer Agent will be forwarding If you are an Objecting Beneficial Owner, there are two ways this Circular and other Meeting materials only to those that you can vote your Shares held by your nominee. Unless registered Shareholders, and to other persons who, prior to that you have previously informed your nominee that you do not date, have asked to be included for the purposes of distributing wish to receive material relating to the Meeting, you will Company information. receive from your nominee either a request for voting instructions or a form of proxy for the number of Shares you 14. How will the votes be counted? hold. For your Shares to be voted for you, please follow the Each question brought before a Meeting is determined by a voting instructions provided by your nominee. If you wish to majority of votes cast on the question, except in the case of the vote in person at the Meeting, insert your own name in the proposed amendments to the Articles, which is determined by space provided on the request for voting instructions or form of proxy to appoint yourself as proxy holder and return the v proxy in the envelope provided. Do not otherwise complete the form, as your vote will be taken at the Meeting. The Company does not intend to pay for your broker or intermediary to forward to Objecting Beneficial Owners the proxy-related materials and voting instruction form. Accordingly, Objecting Beneficial Owners will not receive these materials unless the Objecting Beneficial Owner’s broker or intermediary assumes the cost of delivery.

If you do not know whether you are a Non-Objecting Beneficial Owner or an Objecting Beneficial Owner, the Transfer Agent, Canadian Stock Transfer Company Inc. as administrative agent for CIBC Mellon Trust Company, can tell you. Please see the answer to question 16.

18. What if this document has left questions unanswered? Please feel free to contact the Company’s Vice President, Corporate Affairs and General Counsel and Secretary, Tim Rorabeck, by writing him at:

High Liner Foods Incorporated P.O. Box 910 100 Battery Point Lunenburg, NS B0J 2C0 or by telephone at: 902.634.8811 or by facsimile at: 902.634.6228 or by email at: [email protected]

PROXY INFORMATION

PRINCIPAL HOLDERS OF SHARES

The only securities of the Company entitled to vote on all matters are its common shares (a “Share”). As at March 18, 2013, 15,145,244 Shares are issued and outstanding. Each Share is entitled to one vote and all registered holders of Shares as of the commencement of the Meeting are entitled to be present and to vote at the Meeting.

The Directors and Senior Officers of the Company do not know of any person or entity which beneficially owns or controls or directs, directly or indirectly, more than 10% of the Shares (as of March 18, 2013) except:

Number of % of Shares Shareholder Shares Issued

Thornridge Holdings Limited 5,765,720 38.1% Montrusco Bolton Investment Inc. 1,643,975 10.9% Mawer Investment Management Ltd. 1,596,767 10.6%

DESIGNATION AND REVOCABILITY OF PROXIES

D.J. Hennigar and H.E. Demone are directors of the Company and are named in the attached form of proxy. They have indicated to the Company their willingness to represent, as proxy, the Shareholders desiring to so appoint them.

Each Shareholder who is an individual may appoint as proxy a Shareholder other than the individuals named in the form of proxy, provided that the proxy is also a registered Shareholder. A corporation that is a Shareholder may appoint as its proxy a person who is not a Shareholder of the Company.

If any Shareholder wishes to designate as proxy some person other than D.J. Hennigar and H.E. Demone, the names of D.J. Hennigar and H.E. Demone should be deleted and the name of the desired nominee inserted. Failing an alternative designation, one of D.J. Hennigar and H.E. Demone will, for the purposes set out in the Notice of Meeting, act as the nominee of each Shareholder properly executing and returning the proxy form.

All proxies must be deposited at the office of the Company’s Transfer Agent, Canadian Stock Transfer Company as administrative agent for CIBC Mellon Trust Company, Attention Proxy Department, PO Box 721, Agincourt, Ontario M1S 0A1 or may be sent by fax to 416.368.2502 or by email to [email protected] by 10:30 a.m. Eastern Time on May 6, 2013.

A Shareholder may revoke a proxy. The revocation must be in writing signed by the Shareholder or his or her authorized attorney or, if the Shareholder is a corporation, under its corporate seal or by an officer or authorized attorney and, sent to the head office of the Company, to the office of Canadian Stock Transfer Company as administrative agent for CIBC Mellon Trust Company, as noted above, or given to the Chairman of the Meeting at any time before the Meeting or any adjournment of the Meeting.

VOTING OF MANAGEMENT PROXIES

The persons named in the attached proxy will vote or withhold from voting in accordance with the instruction of the Shareholder appointing them. In the absence of such direction proxies will be voted in favour of:

(a) The election as Directors of the persons proposed to be nominated in this Circular and the approval of directors’ compensation for 2013;

(b) The appointment of Ernst & Young LLP as auditors for 2013 and the authorization for the Directors to fix their remuneration;

(c) The reconfirmation of the Shareholder Rights Plan Agreement dated July 23, 2010 between the Company and CIBC Mellon Trust Company (the “Rights Plan”), and the issuance of all rights issued pursuant to the Rights Plan.

(d) The resolution approving an amendment to the Company’s Share Option Plan (the “Option Plan”) set forth in the accompanying Management Information Circular (the “Circular”); and

(e) The amendments to the articles of association (“Articles”) of the Company as summarized on page 39 of this Circular.

The enclosed proxy confers discretionary authority upon the named persons with respect to amendments or variations of matters specifically mentioned in the Notice of Meeting and with respect to other matters not specifically mentioned in the Notice of Meeting. Management has no knowledge that any business other than that referred to in the accompanying Notice of Meeting will be presented at the Meeting. However, if any other matter properly comes before the Meeting, the persons named in the proxy will vote in accordance with what they consider to be in the best interest of the Company.

BOARD OF DIRECTORS

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

The 11 persons named below will be nominated for election as directors at the Meeting. All of the nominees are directors now and have been since the date indicated. “Director since” indicates the earliest date that the person became a director. Each director holds office until the Meeting and each director elected at the Meeting will hold office until the next annual general meeting of the Company or until their successor is elected. The table shows the number of Shares and options to acquire Shares of the Company reported by each nominee as beneficially owned or controlled or directed, directly or indirectly, by them on March 18, 2013.

Shares Owned, Options Public Board Memberships During Last Nominee for Election as Director Controlled or Value of Shares (1) Outstanding Five Years Directed

2013 2012 2013 2012

Derek H.L. Buntain 5,000 5,000 $170,000 $93,050 33,402 High Liner Foods Incorporated Grand Cayman, B.W.I CAD CAD Assisted Living Concepts, Inc. Cayman Islands Cencotech Inc. Director Since 2006 Dundee Precious Metals Inc. Dundee Energy Limited (formerly Eurogas Corporation) Eurogas International Inc. Natunola Health Biosciences Inc. (acquired by Botaneco Corp.)

Derek H.L. Buntain is the President of The Dundee Merchant Bank, a financial services institution serving the offshore mutual and hedge fund industries and operating a merchant banking portfolio. Mr. Buntain is a director of several listed companies noted above.

High Liner Foods Board Details Meeting Attendance

• Chairman Human Resource & Corporate • Board 6/6 Governance Committee • HRCG Committee 3/3 • Member Executive Committee • Executive Committee No meetings • Independent (2) were held • Meets Ownership Requirement

Notes (1) For the 2013 Shares: As of the close of trading on March 18, 2013 at the TSX close of $ 34.00 CAD per Share. For the 2012 shares: as of March 20, 2012 (the date of last year’s Circular), at TSX close of $18.61 CAD per Share. (2) For the analysis of independence, see the discussion at page 41.

Shares Owned, Options Public Board Memberships During Last Nominee for Election as Director Controlled or Value of Shares (1) Outstanding Five Years Directed

2013 2012 2013 2012

James G. Covelluzzi 10,000 10,000 $340,000 $186,100 17,902 High Liner Foods Incorporated Malden, MA USA CAD CAD Director Since 2011

James G. Covelluzzi was Chief Executive Officer of Viking Seafoods, Inc. until its sale to High Liner in December, 2010. He was instrumental in the development of Viking into one of the most respected suppliers in the U.S. foodservice market. He joined Viking in 1978 and worked in many positions, including Chief Financial Officer, throughout his 32 years with the company. He is a Certified Public Accountant and is President of Crystal Cold Storage & Warehousing, Inc., and Pier 17 Realty Trust Inc., both of Massachusetts. Mr. Covelluzzi is principal, Maplewood Ventures LLC of Massachusetts and an investor in several other private companies.

High Liner Foods Board Details Meeting Attendance

• Member Human Resource & Corporate • Board 6/6

Governance Committee • HRCG Committee 3/3 • Not Independent • Meets Ownership Requirement

Shares Owned, Options Public Board Memberships During Last Nominee for Election as Director Controlled or Value of Shares (1) Outstanding Five Years Directed

2013 2012 2013 2012

Henry E. Demone 233,444 233,444 $7,937,096 $4,344,392 190,983 High Liner Foods Incorporated Lunenburg, NS, Canada CAD CAD Saputo Inc. Director Since 1989

Henry E. Demone has been the President of High Liner Foods since 1989 and its President and Chief Executive Officer since 1992. Mr. Demone is Past Chairman of the National Fisheries Institute, the Washington DC based trade association representing the seafood industry and a member of the Executive Committee of the Groundfish Forum. Mr. Demone is also a Director and Corporate Governance and Human Resource Committee member with Saputo Inc.

High Liner Foods Board Details Meeting Attendance

• Member Executive Committee • Board 6/6 • As a member of Management, not • Executive Committee No meeting were Independent held • Exceeds Ownership Requirement of 70,000 shares for President and CEO

Shares Owned, Options Public Board Memberships During Last Nominee for Election as Director Controlled or Value of Shares (1) Outstanding Five Years Directed

2013 2012 2013 2012

Robert P. Dexter, Q.C. 207,683 207,683 $7,061,222 $3,864,981 28,875 High Liner Foods Incorporated Halifax, NS, Canada CAD CAD Wajax Corporation Director Since 1992 Bell Aliant Inc. Sobeys Inc. Empire Company Limited

Robert P. Dexter is the Chairman and Chief Executive Officer of Maritime Travel Inc., operating 98 travel shops in Canada under the names “Maritime Travel” and “LeGrows Travel”. Mr. Dexter is counsel of Stewart McKelvey, and is a director of the companies noted above. Mr. Dexter was appointed Chairman of Empire Company Limited in September 2004 and Sobeys Inc. in 2007. He previously chaired the Audit Committee of Wajax Corporation and serves on the Audit Committee of Bell Aliant Inc.

High Liner Foods Board Details Meeting Attendance

• Chairman Audit Committee • Board 6/6 • Member Executive Committee • Audit Committee 5/5 • Independent • Executive Committee No meetings • Exceeds share ownership requirement were held

Shares Owned, Options Public Board Memberships During Last Nominee for Election as Director Controlled or Value of Shares (1) Outstanding Five Years Directed

2013 2012 2013 2012

David J. Hennigar 38,900 38,900 $1,322,600 $723,929 33,402 High Liner Foods Incorporated Bedford, NS, Canada CAD CAD Crombie REIT (Lead Trustee) (Ceased 2012) Director Since 1984 VR Interactive Corporation (Ceased 2012) MedX Health Corp. Aquarius Coatings Inc. Assisted Living Concepts, Inc. SolutionInc Technologies Limited Landmark Global Financial Corporation Natunola Health Biosciences Inc. (acquired by Botaneco Corp.) Grand River Iron Sands Inc. Muskrat Minerals Inc.

David J. Hennigar is the Chairman of Annapolis Group Inc. and the public companies noted at right. He is a Chairman and CEO of Thornridge Holdings Limited, the holder of 38.1% of High Liner’s Shares, and other private companies.

High Liner Foods Board Details Meeting Attendance

• Chairman • Board 5/6 • Chairman Executive Committee • Executive Committee No meetings • Independent were held • Exceeds share ownership requirement

Shares Owned, Options Public Board Memberships During Last Nominee for Election as Director Controlled or Value of Shares (1) Outstanding Five Years Directed

2013 2012 2013 2012

Matthew R. Hennigar 100 100 $3,400 $1,861 12,402 High Liner Foods Incorporated Bedford, NS, Canada CAD CAD Director Since 2012

Matthew R. Hennigar is co-founder of Aroi Mortgage Investement Corporation Inc., a private company specializing in real estate financing. Mr. Hennigar served as a Director of Scotia Investments Limited, and is currently a Director of Thornridge Holdings Limited, a major Shareholder of High Liner Foods Inc., with additional investments in Environmental Industrial Cleaning operations, Financial Services, Property Management, Assisted Living Homes and Real Estate.

High Liner Foods Board Details Meeting Attendance(3)

• Member Audit Committee • Board 4/4 • Independent • Audit Committee 3/3

Notes (3) Mr. Hennigar and Mr. Miller joined the board in May 2012 and attended all meetings since their appointment.

Shares Owned, Options Public Board Memberships During Last Nominee for Election as Director Controlled or Value of Shares (1) Outstanding Five Years Directed

2013 2012 2013 2012

Shelly L. Jamieson nil nil nil nil 4,527 High Liner Foods Incorporated Toronto, ON, Canada Director Since 2012

Shelly Jamieson is CEO of the Canadian Partnership Against Cancer, a federally funded organization created to accelerate action on cancer control for Canadians. Ms. Jamieson also serves on the National Advisory Board of Big Brothers, Big Sisters of Canada. Ms. Jamieson was formerly Ontario's highest- ranking civil servant as Secretary of Cabinet and Head of the Ontario Public Service, and previously was Ontario's Deputy Minister of Transportation, President of Extendicare (Canada) Inc. (TSX:EXE) and Executive Director of the Ontario Nursing Home Association.

High Liner Foods Board Details Meeting Attendance(4)

• Independent • Board 1/1

(4) Ms. Jamieson was appointed to the Board on December 18, 2012

Shares Owned, Options Public Board Memberships During Last Nominee for Election as Director Controlled or Value of Shares (1) Outstanding Five Years Directed

2013 2012 2013 2012

J. Thomas MacQuarrie, Q.C. 26,042 26,042 $885,428 $484,642 33,402 High Liner Foods Incorporated Halifax, NS, Canada CAD CAD Extendicare Inc. (formerly Extendicare Director Since 1985 REIT (Trustee)) Aquarius Coatings Inc.

J. Thomas MacQuarrie is a senior partner of Stewart McKelvey, an Atlantic Canada law firm. In addition to serving the public companies noted above, he is a director of several private corporations.

High Liner Foods Board Details Meeting Attendance

• Member Human Resources & Corporate • Board 6/6 Governance Committee • HRCG Committee 3/3 • Member Executive Committee • Executive Committee No meetings • Exceeds share ownership requirement were held • Independent

Shares Owned, Options Public Board Memberships During Last Nominee for Election as Director Controlled or Value of Shares (1) Outstanding Five Years Directed

2013 2012 2013 2012

R. Andy Miller nil nil nil nil 12,402 High Liner Foods Incorporated St. John’s, NL, Canada Director Since 2012

R. Andy Miller was an employee of Baader for 26 years starting out as a Sales Manager in Newfoundland and steadily progressed to Managing Director overseeing the Baader Group’s worldwide sales, service and project engineering divisions until taking on his current role as a Board Member and President of Baader Johnson Food Equipment based our of Kansas City. Mr. Miller is also President of Andy Miller Consulting in St. John’s Newfoundland. He is a board member of Baader North America Corp., Baader-Linco Food Systems Inc. and the Canadian Centre for Fisheries Innovation.

High Liner Foods Board Details Meeting Attendance(3)

• • Member Audit Committee Board 4/4 • Independent • Audit Committee 3/3

Notes (3) Mr. Hennigar and Mr. Miller joined the board in May 2012 and attended all meetings since their appointment.

Shares Owned, Options Public Board Memberships During Last Nominee for Election as Director Controlled or Value of Shares (1) Outstanding Five Years Directed

2013 2012 2013 2012

Robert L. Pace 21,500 19,500 $731,000 $362,895 33,402 High Liner Foods Incorporated Halifax, NS, Canada CAD CAD Canadian National Railway Company Director Since 1998 Hydro One The Gordon Foundation Atlantic Salmon Federation (Ceased 2012) Overland Realty

Robert L. Pace is the President and Chief Executive Officer of The Pace Group Limited, a private holding company. He is Chairman of Maritime Broadcasting System, owner and operator of 24 radio stations in the Maritimes. Mr. Pace chairs the Human Resources and Compensation Committee of Canadian National Railway Company, and is also a director of Hydro One and The Gordon Foundation, and several private companies.

High Liner Foods Board Details Meeting Attendance

• Member Human Resources & Corporate • Board 6/6 Governance Committee • HRCG Committee 3/3 • Exceeds share ownership requirement • Independent

Shares Owned, Options Public Board Memberships During Last Nominee for Election as Director Controlled or Value of Shares (1) Outstanding Five Years Directed

2013 2012 2013 2012

Robert E. Shea 16,550 16,550 $562,700 $307,996 18,402 High Liner Foods Incorporated Boston, MA, U.S.A. CAD CAD SolutionInc Technologies Limited Director Since 1982 Plaintree Systems Inc. Silex Ventures Ltd.

Robert E. Shea is Chairman and President of Shea Financial Group Inc., a holding company, and a director of Balcam & Shea Insurance Agency, Inc. and other private companies

High Liner Foods Board Details Meeting Attendance

• Member Audit Committee • Board 6/6 • Exceeds share ownership requirement • Audit Committee 5/5 • Independent

DIRECTORS’ LIABILITY INSURANCE

High Liner maintains a directors’ and officers’ liability insurance policy. The policy provides coverage for costs incurred to defend and settle claims against directors and officers to an annual limit of $25,000,000 CAD with a deductible of $100,000 CAD per occurrence for claims against the corporation only. The cost of coverage for 2012 was $59,500 CAD. The 2013 premium will be $59,500 CAD.

INDEPENDENCE AND BOARD COMMITTEES

The Human Resources and Corporate Governance Committee affirmatively determined director independence in reference to the definition of “independence” in Multilateral Instrument 52-110 Audit Committees and National Policy 58-201 Corporate Governance Guidelines. A detailed analysis of independence is included in the disclosure of Corporate Governance Practices commencing on page 41 of this Circular.

The board has determined that all members of the Audit Committee are independent; all members of the Human Resources and Corporate Governance Committee, which acts as the nominating and compensation committee, except for Mr. Covelluzzi are independent. Henry Demone, director, President and Chief Executive Officer, is not independent.

BOARD AND COMMITTEE MEETINGS HELD AND ATTENDANCE

There were 6 board Meetings held in 2012. Two directors each missed one board meeting and one director missed two meetings. The Audit Committee met 5 times, with one member missing one meeting. The Human Resources and Corporate Governance Committee met 3 times, and one member missed one meeting. The Executive Committee did not meet in 2013.

CEASE TRADE ORDERS AND BANKRUPTCIES

For information on cease trade orders and bankruptcies involving directors of the Company or other companies that they serve, please see section 8.3 “Proceedings” in the Company’s Annual Information Form for the year ended December 29, 2012, which section is incorporated by reference herein.

COMPENSATION OF NON-EXECUTIVE DIRECTORS

To make recommendations on directors’ compensation the Human Resource and Corporate Governance Committee reviews the compensation paid to directors of comparable publicly traded companies. It reviews information publicly disclosed by these companies and independent surveys. In 2011 the Committee engaged Meridian Compensation Partners to assist in a review of Board compensation. Meridian provided market data based on those Companies which were used for benchmarking Executive compensation. From this information recommendations were developed and presented to the Board for approval. Based on this review a Deferred Share Unit (DSU) Plan was implemented (discussed further below). It was also decided that effective 2012, Directors would receive the number of options equivalent to a value of $45,000 CAD as determined by the trinomial valuation.

The table below summarizes the proposed director compensation for 2013, subject to Shareholder approval. These amounts are unchanged from 2012, except that a $10,000 CAD increase in the director cash retainer is proposed, bringing the annual retainer to $35,000 CAD, up from $25,000 CAD. For clarity, as an executive member of management, Mr. Demone does not receive additional compensation as a Board member.

Type of Remuneration Amount Board Chair Cash Retainer per year $100,000 CAD Director Cash Retainer per year $35,000 CAD Committee Chair Retainer per year $15,000 CAD Board Meeting Attendance Fee $2,000 CAD Committee Meeting Attendance Fee $2,000 CAD Full Telephone Conference Meeting Fee $2,000 CAD Travel and Out-of-Pocket Expenses All expenses are reimbursed

In 2012 directors were paid an aggregate of $558,250 in meeting fees and were reimbursed $63,725 in aggregate for travel and out-of-pocket expenses.

The table below summarizes the compensation earned by non-executive directors in the 12-month period ending December 29, 2012.

Name Total Fees Earned Option-based awards All other compensation Total ($)(1) ($)(2) ($) ($)

Laurie A. Bebo 37,015 45,022 -- 82,037

Derek H.L. Buntain 57,023 45,022 -- 102,045

James G. Covelluzzi 42,017 45,022 -- 87,039

Robert P. Dexter 58,148 45,022 -- 103,170

David J. Hennigar 118,798 45,022 -- 163,820

Matthew R. Hennigar 32,763 41,889 -- 74,652

Shelly L. Jamieson 2,001 - -- 2,001

J. Thomas MacQuarrie 42,017 45,022 -- 87,039

R. Andy Miller 32,763 41,889 -- 74,652

Name Total Fees Earned Option-based awards All other compensation Total ($)(1) ($)(2) ($) ($)

Robert L. Pace 42,017 45,022 -- 87,039

Robert E. Shea 45,018 45,022 -- 90,040

Stanley W.L. Spavold 41,016 45,022 -- 86,038 Notes: (1) All compensation is paid in Canadian dollars, and is reported in U.S. dollars. The rate of exchange used to convert Canadian dollars to U.S. dollars is the average exchange rate for the fiscal year ended December 29, 2012 using the Bank of Canada noon day rates. The calculated average exchange rate for the fiscal year ended December 29, 2012 is 0.9996. (2) As explained in part five, under the terms of the Option Plan, options are always granted at the fair-market value price of the Company’s Shares on the date of grant. The options granted to the Directors in 2012 were granted at a strike price of $18.78 CAD for the February 2012 grant and $19.68 CAD for the August 2012 grant. The market value of the Shares at December 29, 2012, the Company’s fiscal year end, was $31.00 CAD. The numbers of options shown above are calculated using the trinomial method. This method uses the grant price, the market price at the time of grant, the expected annual volatility, the risk free rate, the expected annual dividend rate, time to vest, and time to expiry as the factors in the model. High Liner currently uses a web based program that runs the model and calculates the grant date fair value. The rate of exchange used to convert Canadian dollars to U.S. dollars is the average exchange rate for the fiscal year ended December 29, 2012 using the Bank of Canada noon day rates. The calculated average exchange rate for the fiscal year ended December 29, 2012 is 0.9996.

Directors’ Options and Deferred Share Unit Plan

At the recommendation of the Human Resources & Corporate Governance Committee and in accordance with the Option Plan, Directors may be awarded $45,000 CAD worth of options with the number of options being calculated using the trinomial method. In 2012, Directors were awarded 7,875 options compared to the 5,500 options awarded in 2011.

To ensure that non-executive directors’ interests are aligned with Shareholder interests, Directors are required to own at least 5,000 Shares of the Company within a reasonable period of time after his or her appointment. Directors have the ability to apply meeting fees to the purchase of Shares through the exercise of their options. As at December 29, 2012, Directors hold options to purchase an aggregate of 219,625 Shares at prices ranging from $6.90 CAD to $19.68 CAD per Share. Seventy-three percent of all incumbent non-executive directors hold at least 5,000 Shares.

As an alternative form of compensation the Deferred Share Unit (DSU) plan was implemented with DSUs payable in cash on the redemption date which will not be earlier than the date the Director ceases to hold all positions with the Company (the ‘cessation date’) and will not be later than December 15 of the year following the cessation date. Each Director will generally have the right to elect once a calendar year for the immediately succeeding year the ability to receive any portion of their compensation (including annual retainer and additional fees) in the form of DSUs. Notice must be provided to the Corporate Secretary of the Company prior to December 31 of the year preceding the year to which the election applies.

Outstanding Option-based Awards at Year End - Directors

Name Number of Securities Option Exercise Option Expiration Value of unexercised in- underlying Price Date the-money options unexercised options ($) ($)(1) (#) Laurie A. Bebo 1,834 16.50 CAD March 31, 2017 26,721 1,833 16.50 CAD March 31, 2018 26,706 1,833 16.50 CAD March 31, 2019 26,706 7,875 18.78 CAD March 31, 2017 96,696

Name Number of Securities Option Exercise Option Expiration Value of unexercised in- underlying Price Date the-money options unexercised options ($) ($)(1) (#) Derek Buntain 5,000 9.00 CAD March 31, 2014 110,531 5,000 6.90 CAD March 31, 2015 121,081 5,500 10.33 CAD March 31, 2016 114,233 1,834 16.50 CAD March 31, 2017 26,721 1,833 16.50 CAD March 31, 2018 26,706 1,833 16.50 CAD March 31, 2019 26,706 7,875 18.78 CAD March 31, 2017 96,696 James G. Covelluzzi 1,834 14.80 CAD March 31, 2017 29,854 1,833 14.80 CAD March 31, 2018 29,838 1,833 14.80 CAD March 31, 2019 29,838 7,875 18.78 CAD March 31, 2017 96,696 Robert Dexter 5,000 9.00 CAD March 31, 2014 110,531 5,000 6.90 CAD March 31, 2015 121,081 5,500 10.33 CAD March 31, 2016 114,233 1,834 16.50 CAD March 31, 2017 26,721 1,833 16.50 CAD March 31, 2018 26,706 1,833 16.50 CAD March 31, 2019 26,706 7,875 18.78 CAD March 31, 2017 96,696 David J. Hennigar 5,000 9.00 CAD March 31, 2014 110,531 5,000 6.90 CAD March 31, 2015 121,081 5,500 10.33 CAD March 31, 2016 114,233 1,834 16.50 CAD March 31, 2017 26,721 1,833 16.50 CAD March 31, 2018 26,706 1,833 16.50 CAD March 31, 2019 26,706 7,875 18.78 CAD March 31, 2017 96,696 Matthew R. Hennigar 7,875 19.68 CAD March 31, 2017 89,575

Shelly L. Jamieson ------

J. Thomas MacQuarrie 5,000 9.00 CAD March 31, 2014 110,531 5,000 6.90 CAD March 31, 2015 121,081 5,500 10.33 CAD March 31, 2016 114,233 1,834 16.50 CAD March 31, 2017 26,721 1,833 16.50 CAD March 31, 2018 26,706 1,833 16.50 CAD March 31, 2019 26,706 7,875 18.78 CAD March 31, 2017 96,696 R. Andy Miller 7,875 19.68 CAD March 31, 2017 89,575

Robert L. Pace 5,000 9.00 CAD March 31, 2014 110,531 5,000 6.90 CAD March 31, 2015 121,081 5,500 10.33 CAD March 31, 2016 114,233 1,834 16.50 CAD March 31, 2017 26,721 1,833 16.50 CAD March 31, 2018 26,706 1,833 16.50 CAD March 31, 2019 26,706 7,875 18.78 CAD March 31, 2017 96,696 Robert E. Shea 500 10.33 CAD March 31, 2016 10,385 1,834 16.50 CAD March 31, 2017 26,721 1,833 16.50 CAD March 31, 2018 26,706 1,833 16.50 CAD March 31, 2019 26,706 7,875 18.78 CAD March 31, 2017 96,696 Stanley W.L. Spavold 5,500 10.33 CAD March 31, 2016 114,233 1,834 16.50 CAD March 31, 2017 26,721 1,833 16.50 CAD March 31, 2018 26,706 1,833 16.50 CAD March 31, 2019 26,706 7,875 18.78 CAD March 31, 2017 96,696 Notes: Values for unexercised in-the-money options were converted using the Bank of Canada Noon Day Rate as of December 28, 2012 being 0.9952.

Value Vested or Earned - Directors

Name Option-based awards – Value vested during the year ($)(1) Laurie A. Bebo 4,495

Derek H.L. Buntain 4,495

James G. Covelluzzi 8,928(2)

Robert P. Dexter 4,495

David J. Hennigar 4,495

Matthew R. Hennigar --

Shelly L. Jamieson --

J. Thomas MacQuarrie 4,495

R. Andy Miller --

Robert L. Pace 4,495

Robert E. Shea 4,495

Stanley W.L. Spavold 4,495 Notes: (1) Values for option-based awards value vested during the year were converted using the average daily Bank of Canada noon-day exchange rates for the fiscal year ended December 29, 2012 being 0.9996. (2) Mr. Covelluzzi’s 2011 awards were granted in August 2011 after joining the Board in May 2011. The awards, although granted in the equivalent number of options as the February 2011 grant for all other directors, the grant price was $14.80 as opposed to $16.50 which accounts for the difference in vesting value.

Shareholdings of Board Members

Shares held, controlled or directed by non-executive directors as at March 18, 2013 totalled 400,012. This number does not include the shareholdings of Thornridge Holdings Incorporated of which Mr. David Hennigar is Chairman and CEO and Mr. Matthew Hennigar is a director. The total value of Shares held by non-executive directors as at March 18, 2013 was $13,600,408 using the closing price on March 18, 2013 on the Toronto Stock Exchange.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION GOVERNANCE

The Human Resources & Corporate Governance Committee (the “Committee”) of the Board of Directors of the Company performs the functions of a compensation committee. The following five outside directors served on the Committee during the most recently completed financial year of the Company: D.H.L. Buntain (Chairman), L.A. Bebo, J.G. Covelluzzi, R.L. Pace, and J.T. MacQuarrie, Q.C.

Biographical information about each Committee member nominated for re-appointment can be found on pages 3 to 8 of this Circular.

The Committee met 3 times in 2012, and plans to meet at least three times during 2013. The mandate of the Committee is fully described commencing at page 49 of the Circular.

Relevant Experience

Committee Member Relevant Experience/Education D.H.L. Buntain a) Has served on other compensation committees of public companies b) Is President of a The Dundee Merchant Bank and has experience in arranging compensation for his staff c) Deals with many professional compensation consultants d) Holds an MBA which provides basic knowledge on the theory of compensation L.A. Bebo a) Held many senior management roles over the course of her carrier providing opportunities in dealing with compensation c) Keeps current in the compensation regulations of the USA and global compensation trends d) Completed a three month advanced leadership program at Harvard Business School J.G. Covelluzzi a) Former Chief Executive Officer Vikings Seafoods, Inc. b) Certified Public Accountant (CPA) R.L. Pace a) Holds a MBA and LLB b) Chair of the Human Resources (HR) Committee for Canadian National Railway c) Member of the HR Committee of Hydro One d) Attended a Harvard Business Course, November 2011 on compensation J.T. MacQuarrie a) Holds a Bachelor of Commerce and Bachelor of Law from Dalhousie University Post Graduate Studies University of Pennsylvania b) Over the many years of practice in law, he has been involved in all aspects of labour and employment issues including executive and other compensation. c) Sits on several HR Compensation Committees including High Liner Foods Inc., and Extendicare Inc.

Independent Advisor

The Committee retained Meridian Compensation Partners in 2010 and mandated them to provide independent advice to the Committee on executive compensation and in 2011 to provide independent advice on board compensation. The independent consultant presents all findings and proposals directly to the committee and provides outside market information, expertise and guidance with regard to executive compensation and related governance topics. A representative from Meridian participates in Committee meetings as required to provide the appropriate level of advice, including during in camera sessions, without management present. The Committee is comfortable with the level of independence of the consultant.

Executive and Board Compensation Related Fees

2010 2011 2012 $33,255 $79,184 $60,424

The fees described above are the only fees paid to the advisor by the Company. Any other services required by the Company require approval by the Committee.

EXECUTIVE SUMMARY

High Liner knows it is vital to the Company’s success to retain, attract, and motivate talented employees, and that competitive compensation must be a key element of its human resource philosophy. High Liner’s compensation goals are aimed at providing pay based on balancing the market value of the position, internal pay equity, and the level of individual and corporate performance. The compensation program is straight forward and is comprised of four elements: base salary, short term incentive (annual bonus), a long term incentive including the Share Option Plan (the “Option Plan”), and a Performance Share Unit Plan (the “PSU Plan”) which was introduced in 2011. All employees also participate in retirement plans. During 2012, the Committee completed a review of executive compensation given growth objectives and transactions accomplished and as a result made some compensation changes to base pay, short term and long term incentive targets. They also issued a special award in the form of PSU’s with only time-based vesting restrictions to the CEO and CFO in recognition of completing the Icelandic USA acquisition.

COMPENSATION PHILOSOPHY AND OBJECTIVES

Objectives of Executive Compensation at High Liner

The Committee reviews and approves the total compensation for the President and Chief Executive Officer and reviews compensation paid to the other Named Executive Officers (“NEOs”). With respect to base salary, as well as short and long-term incentive compensation, the Company ensures that pay is competitive relative to practices of comparable companies, and is equitable throughout the organization. The Company considers market data along with internal equity, incumbent experience, skills and role when making pay decisions. This philosophy allows us to recruit and retain talented, results-oriented employees who can meet our expectations for performance and are aligned with our values.

What We Reward

A significant proportion of compensation paid to executives is at risk in the form of short and long-term incentives to ensure alignment with Shareholders. The actual mix will vary depending on the ability of the executive to influence short-term and long-term business results, the level and location of the executive, and competitive local market practices. From time to time, total compensation packages for the NEOs are compared to the market to ensure they accurately reflect the Company’s pay for performance philosophy. Benchmarks incorporated into the elements of compensation are periodically re-examined to maintain the appropriate relationship between pay and performance for each individual. As well, total compensation is modeled under various scenarios to ensure that compensation is always reasonable and

performance based and, that various performance outcomes and their impact on compensation are well understood.

As will be discussed later in this analysis, the at-risk components of executive compensation at High Liner are earned in direct correlation to several measures important to Shareholders, including income growth year-over-year and return on assets managed. Individual performance is also rewarded if predetermined strategic and operational objectives are achieved. Integrity is built into the incentive plans to ensure that no performance incentives are paid in years where established minimum levels of net income are not earned.

RISK ANALYSIS

The Committee is actively involved in the risk management of its compensation policies and practices. The Company’s compensation programs are designed to discourage excessive risk taking, align executive interests with those of Shareholders over the long term and further strengthen the Company’s alignment with good governance and compensation practices.

Enterprise Risk The Board of Directors oversees overall enterprise risk management at High Liner, and has delegated to the Audit Committee the task of providing reasonable assurance that the Company appropriately identifies and manages enterprise risks. The Audit Committee reviews at least annually the Company’s business risk management policies and reports to the full Board. Identified risks include procurement, loss of customer and credit risk, foreign currency, other commodities, food safety, acquisitions, growth, competition, liquidity, sustainability, corporate responsibility and public opinion. The Chairman of the Board sits ex-officio on both the Audit Committee and the HRCG Committee.

Compensation Related Risk Review Early in 2012 the Committee considered the implications of the risks associated with its compensation policies and practices and engaged its independent compensation consultant, Meridian Compensation Partners, to review its compensation related risk management process. As a result of this review, the Committee introduced an anti-hedging policy for both outside directors and participants in all equity programs in the organization, to specifically prohibit hedging of Shares and equity based awards. The Committee also introduced a claw back policy which will allow it to require repayment of incentive compensation in certain circumstances.

The Company has identified the CEO, each Named Executive Officer and senior executives in both supply chain and distribution streams as its material risk-takers. A description of the principal identified risks and the executive officers with primary responsibility for those risks is described in the Company’s annual management’s discussion and analysis under the heading “Risk Management”.

The Company uses the following practices to discourage or mitigate excessive risk taking: • Incentive awards are based on a number of company-wide financial measures. With the introduction of the Performance Share Unit Plan in 2011 incentive awards are also based on multi-year performance considerations. • The Company has introduced share ownership requirement for executives. The Company’s CEO currently owns over 3 times his share ownership requirement of 70,000 Shares.

• The Company’s stock options generally vest 33% per year at the end of the first year following the grant. • The Company grants stock options annually with overlapping vesting periods and a reasonable period to exercise and has introduced annual grants of performance share units which vest at the end of the three year performance period. • The overlapping vesting periods and a reasonable period to exercise options ensures that executives remain exposed to the risks of their decisions and vesting periods align with risk realization periods. • There is an appropriate mix of pay, including fixed and performance based compensation with short and longer term performance conditions, and multiple forms of compensation. While absolute performance targets are applied in incentive plans, relative performance is considered in setting performance targets. • Incentive awards are reasonable in relation to salary and are capped to ensure that there is no unlimited upside, except for a significant increase in Share price. Also, a corporate earnings floor limits payments in the case of poor performance. • The Committee has discretion in assessing a portion of the annual incentive performance and can mitigate against performance being achieved by excessive risk taking. • Food and occupational health and safety risks are mitigated through a combination of internal procedures and controls, and external quality and safety standards and inspection thus reducing the opportunity for inappropriate reductions in safety standards and related costs to achieve short term earnings goals.

As a result of the Committee’s review of the Company’s compensation plans, it has concluded that there are no identified risks arising from its compensation programs which are reasonably likely to have a material adverse effect on the Company.

Claw Back The Committee will require employees to reimburse, in all appropriate cases, any bonus, short-term incentive award or amount, or long-term incentive award or amount awarded to the employee and any non-vested equity-based awards previously granted to the employee if: (a) the amount of such compensation was calculated based upon the achievement of financial results that were subsequently the subject of a restatement or the correction of a material error, (b) the employee engaged in intentional misconduct that caused or partially caused the need for the restatement or caused or partially caused the material error, and (c) the amount of the compensation that would have been awarded to the employee had the financial results been properly reported would have been lower than the amount actually awarded.

Prohibition on Hedging The Company prohibits its directors and all employees from hedging the value of any equity based awards or Shares they own, to ensure that the desired alignment and mitigation of risk created by Share ownership and equity based awards cannot be diluted by hedging arrangements.

ELEMENTS OF COMPENSATION - WHAT, WHY AND HOW?

Compensation Benchmarking

An exercise was undertaken in 2011 to identify a list of comparator companies to be used for NEO compensation decisions. The process was led by Merdian Compensation Partners as an independent consultant to the HRCG Committee. The following Companies were used as comparator companies for the purpose of executive compensation: Treehouse Foods Inc, Sanderson Farms Inc., Snyders-Lance Inc., Hain Celestrial Group Inc., Sunopta Inc., Cal-Maine Foods Inc., Diamond Foods Inc., Imperial Sugar Company, J &J Snack Foods Corp., Premium Brands Holdings Corp., Lassonde Industries Inc., Sanfilippo John B & Son, Ridley Inc. These companies are a mix of US and Canadian Companies in the food industry with revenue between $500,000 CAD and $2 billion CAD. The benchmark data was updated in 2012. This new benchmark information together with other considerations of internal equity, growth expectations and recent performance led to a change in base salaries for some NEO’s as well as changes to the short term and long term incentive targets explained further below. The new targets better reflect a market competitive compensation reflecting the increased size of the organization.

Base Compensation

The Committee considers information gathered from the comparator group of companies, together with the Company’s pay philosophy, financial results, individual performance, skills and experience, internal equity and outside competitive conditions. In 2012 adjustments to base salaries for NEO’s were based on general wage increases as provided throughout the organization with some exceptions where adjustments were required due to responsibility changes or other market adjustments and information. Larger adjustments were made to the COO of the US operating division, the CFO and the Executive Vice President of Global Procurement as a result of the compensation benchmark comparisons and changes in responsibilities.

SHORT TERM INCENTIVE COMPENSATION

Design of Short Term Incentive Program

The Short Term Incentive (“Bonus”) Plan for the Chief Executive Officer and the Named Executive Officers is based on two components: (1) goals relating to financial performance of the Company and/or an operating unit of the Company (“Financial Performance”); and (2) Individual Breakthrough Goals related specifically to the individual’s responsibilities and areas of influence (“Individual Performance”). The Bonus is paid as a percentage of eligible annual earnings, which is generally the base salary paid to an individual in the particular year.

Each year, the Committee approves the Bonus metrics and performance targets for Financial Performance. The target is based on adjusted earnings before interest and taxes (EBIT). The adjustments to EBIT include amounts recorded for incentives (other than the non-executive sales and marketing incentive plans), stock option expense, and all non-operating gains and losses. In 2008, the Committee added an inventory management component to the calculation to focus management on this important element of optimizing working capital. The adjusted EBIT is increased or decreased for incentive calculation purposes based on whether inventory levels are higher or lower than budget. The Committee approves a target that represents an acceptable return on assets managed, and considers the strategic goals of the Company, the Company’s business plan and budgeted financial results for the year and the

previous year’s financial performance. A threshold level of performance below which no incentive is paid, is set, along with a maximum performance level where a cap on compensation is applied (no additional bonus payment for performance beyond this level). EBIT targets are set considering a target Return on Assets Managed (“ROAM”). The target ROAM for 2012 was 15%, which is the third quartile performance of selected publicly-traded protein manufacturing businesses in Canada and the United States, and was used to develop the incentive target. The companies included in this performance benchmark are: Maple Leaf Foods Inc., Saputo Inc., Seneca Foods Corporation, Smithfield Foods Inc., Tyson Foods, Inc., and Lassonde. Once the EBIT Target is set, the threshold is determined at 75% of target and the maximum is set at 125% of target.

The following graph shows the Financial Performance target for Named Executive Officers including the CEO for 2012, and the incentive payouts when Financial Performance at threshold, target and 75th percentile ROAM are achieved for Consolidated Operations.

When the approved target for Financial Performance is met, the CEO would receive 72.6% of base salary and other Named Executive Officers would each receive 35.2%, 39.1% or 46.9%. The Financial Performance component for the CEO, the CFO, and the Executive Vice President Global Procurement is based solely on consolidated results. The COOs’ Performance component is based 70% on their own operating division, Canada or the U.S., and 30% on the consolidated results as shown above.

The second component of the Bonus Plan rewards Individual Performance. In each year, the Committee approves the expected Individual Breakthrough Goals for each NEO, and they must be aligned to overall strategic goals. The Committee evaluates the CEO’s performance against his Individual Performance targets, and the CEO evaluates each of the other Named Executive Officers and reviews results with the Committee. If a Named Executive Officer is assessed as a good solid performer on each of the breakthrough goals, then the target payout is earned on this component. The Individual Performance objectives are weighted based on strategic importance, difficulty, and required effort to achieve. The

aggregate value of achievement on breakthrough goals determines the percentage of incentive earned for Individual Performance.

Changes to Short Term Incentive Plan Targets

In 2012 the compensation review led to changes in the target incentive amount for the CEO and the COO of the US operating division. The incentive targets were increased from 70% to 85% of base salary paid for the CEO and 50% to 60% of base salary paid for the COO of the US operating division.

The payout target percentages and their breakout are shown below.

2012 Target Payouts as % of Eligible Earnings Target Personal Objectives Maximum Named Executive Officers Canada US Consolidated Sub Total Total Total

Chief Executive Officer 0.0% 0.0% 72.6% 72.6% 12.4% 85.0% 127.5% Chief Operating Officer CA 27.4% 0.0% 11.7% 39.1% 10.9% 50.0% 75.0% Chief Operating Officer US 0.0% 32.8% 14.1% 46.9% 13.1% 60.0% 90.0% Executive Vice President & Chief Financial Officer 0.0% 0.0% 39.1% 39.1% 10.9% 50.0% 75.0% Executive Vice President of Global Procurement 0.0% 0.0% 35.2% 35.2% 9.8% 45.0% 67.5%

2012 Results from Short Term Incentive Program

The 2012 Bonus Plan includes a prohibition on payment of any incentive unless the Company earns at least $2 million CAD in consolidated net income as reported to Shareholders. Any exception to this minimum requirement must be approved by the Committee and would be based on exceptional circumstances. In addition the Committee may exercise discretion to award compensation when performance goals are not attained, and may exercise discretion to increase or decrease compensation in exceptional circumstances. Early in 2013, the Committee reviewed actual 2012 Financial Performance against targets and reviewed achievement of Individual Performance objectives. Results and payouts for the 2012 short term incentive are shown in the table below. The Committee approved all incentive payments.

2012 Payouts as % of Eligible Earnings Results

Breakthrough Named Executive Officers Canada US Consolidated Sub Total goals Total

Chief Executive Officer 56.46% 56.46% 16.74% 73.20% Chief Operating Officer Canada 29.27% 9.10% 38.37% 14.72% 53.09% Chief Operating Officer US 21.34% 10.97% 32.31% 17.69% 50.00% Executive Vice President &Chief Financial Officer 30.41% 30.41% 14.17% 44.58% Executive Vice President of Global Procurement 27.37% 27.37% 13.23% 40.60%

Based on the actual payments under the 2012 Bonus Plan (being paid in 2013), the total compensation of the CEO in 2012 (not including the pension value noted in the Summary Compensation Table on page 33) is comprised of 30.59% of base salary, 22.39% short term incentive (72.6% Financial Performance; 12.4% Individual Performance), and 47.02% of long term incentive. The NEO’s objectives in respect of their respective Individual Breakthrough Goals, as measured by the Committee were:

Henry Demone, President & CEO

Objective Metric Result

Profitable growth Exceeded • Successfully integrate Icelandic USA

Sustainability • Work with & support Director of Sustainability to achieve 2013 goal Good Solid Performer • Complete remainder of Barent’s Sea Cod & Haddock certification

• Complete Russian Alaskan Pollock certification

• Get parts of Russian Pacific Cod & Salmon in full assessment

• Work with industry to ensure that the Global Trust certification becomes a viable alternative to MSC

Systems • Support successful GSM installation Partially Met with Extraordinary Obstacles

Overall Personal Results 13.5/10.0

Kelly Nelson, Executive Vice President & CFO

Objective Metric Result - Integration of our sales reporting tool (Q4bis) Exceeded

Integration of Icelandic - General Ledger reporting including History

- Consolidation of Credit and Accounts Receivable

- Enterprise Planning Software (ERP) integration

- Wind up of Sjovik / INW Operations

- Filing of BAR (Business Acquisition Report)

- Finalization of payment for Working Capital amounts

Global Specification Migration of HLF data Partially Met with Management Extraordinary Obstacles

Confidential Confidential Good Solid Performer

Overall Personal Results 13/10.0

Mario Marino, President & COO Canadian Operations

Objective Metric Result - Protect the customer - no loss of top 3 customers Exceeded - Smooth integration into alternate facility - no Rationalize the Supply Chain quality or service issues

Sustainability - Work with Director of Sustainability to move Exceeded HLF closer to its 2013 goal. - Leverage HLF's leadership in sustainability to our advantage in the F/S channel. - Successful retail promotion with MSC. Top to Top meetings with Key Retailers, promotions featuring HLF, MSC and Retailer, partnership.

Global Specification - Support the successful implementation of this Partially Met with Management system within the latest budget, including Extraordinary Obstacles populating databases, training & ongoing process discipline.

Overall Personal Results 13.5/10.0

Keith Decker, President & COO US Operations

Objective Metric Result - Protect the customer - no loss of top 10 Exceeded customers nor loss of any customers that are 2 Successful Integration % of gross profit in aggregate of Icelandic USA - Deliver Lent - New organization by April 2

- Successful ERP integration by Oct 31 - Successful transfer of 6.5 million annualized lb of New England production into Newport News by Dec 31

Global Specification Support the successful implementation of this Partially Met with Management system, including populating databases, Extraordinary Obstacles training & ongoing process discipline.

Sustainability - Work with Director of Sustainability to Good Solid Performer move HLF closer to its 2013 goal - Work with management to support customer acceptance of the ASMI Global Trust certification.

Overall Personal Results 13.5/10.0

Paul Snow, Executive Vice President, Global Procurement

Objective Metric Result Successful integration - Reorganize procurement functions Exceeded of Icelandic - Designate specie responsibility within the Procurement organization Activities - Develop a plan to achieve and measure synergies - Consolidate supply base - Systems integration training

Develop and implement a supplier rating metric by the end of the third quarter.

Thailand Replacement of Thai agent and establishment of office Good Solid Performer in Thailand with focus on aquaculture

Financing Strategies Develop financing strategies on H&G with Corporate Exceeded Finance to manage cash flow

Global Specification - Successful migration of procurement specs Good Solid Performer

Management (GSM) - GSM attached to Procurement System Project

Overall Personal Results 13.5/10.0

LONG TERM INCENTIVE COMPENSATION

Up until 2010, the only long term incentive compensation arrangement in place was the Option Plan. During 2011, the Company implemented amendments to the Option Plan and adopted a new PSU Plan, as approved by Shareholders at the 2011 Annual General Meeting. The Named Executive Officers receive long-term compensation under the PSU Plan and Option Plan. A small group of other senior management employees reporting directly to the Named Executive Officers are also members of the Option Plan. The Option Plan and PSU Plan are aimed at further aligning executive compensation with the results realized by Shareholders. The Committee reviews and determines option awards annually and determines the grant price by calculating the fair market value which is defined as the volume weighted average trading price of the Shares for the last five days on which the Shares traded on the Toronto Stock Exchange within the previous 20 days on which the Toronto Stock Exchange was open for trading, calculated by dividing the total value by the total volume of Shares for the relevant period. The Committee reviews the PSU awards annually and is satisfied that the PSU Plan increases the performance orientation and reduces inherent dilution, while maintaining a competitive compensation approach.

The Committee accepts that Company stock price is a logical benchmark for the evaluation of management performance over the long term. However, High Liner is a fairly closely-held corporation, and the public float of Shares is not large. Therefore, the Committee believes a focus on improvement in sales volume and return on investment are also appropriate measures for long term incentives (LTI) and implemented the PSU Plan in 2011 to complement the existing Option Plan. Targets for the PSU program for the 2012 grant were generally based on ROAM and Sales Volume Growth. Over the longer term, the Board of Directors is confident that if management performs well on these measures then the stock market should value the equity accordingly.

The target for the LTI is based on a percentage of salary for each of the NEO’s. In 2012 the compensation and updated benchmark review led to an increase in the target LTI payable to the NEO’s leading to fairly significant increase in LTI awards. In addition in 2012 the Committee made a special award of time-vested PSU’s to the CEO and CFO in recognition of the successful completion of the acquisition of Icelandic USA in late 2011. These PSU’s are in recognition of historical performance with a vesting of 3 years and otherwise contain no performance requirements.

Perquisites

The Canadian-based NEO’s are entitled to a paid up life insurance benefit upon retirement as defined in the retirement policy. This benefit provides a life insurance policy to a named beneficiary equal to half the annual base salary at the time of retirement. The individual would be responsible to pay taxes on the premium paid for this life insurance policy. Alternatively, the individual could opt to select either a cash payment or a transfer to an RRSP equal to 30% of the life insurance policy value. This plan was discontinued several years ago. Although the current Canadian-based NEO’s continue to remain eligible under a “grandfather” clause, there will be no new entrants to this benefit. Each of the NEO’s is provided

with the use of a Company owned vehicle. There are no other significant perquisites provided to the NEO’s.

PERFORMANCE GRAPH

The following graph compares the yearly percentage change in the Company’s cumulative total Shareholder return on its common shares with the cumulative total return of the S&P/TSX Composite Index Food Products and the S&P/TSX Composite Index over the last five financial years, assuming a $100 CAD investment and the reinvestment of dividends.

5-YEAR CUMULATIVE TOTAL RETURN ON $100 CAD INVESTMENT

ASSUMING DIVIDENDS ARE REINVESTED

Compound Annual Growth S&P/TSX Composite Index: 0.6% S&P/TSX Composite Index Food Products: 7.4% HLF: 26.6% HLF Non-Voting: 34.9% (redeemed Dec 17, 2012)

$500 $475 $450 $425 $400 HLF $375 $350 S&P/TSX COMPOSITE $325 INDEX FOOD PRODUCTS $300 S&P/TSX COMPOSITE $275 INDEX $250 $225 HLF Non-Voting Redeemed $200 Dec 17, 2012 $175 $150 $125 $100 $75 $50 2011 2007 2008 2009 2010 2012

One hundred Canadian dollars ($100 CAD) invested in Shares in 2007 now would represent a value of $321 CAD showing a compound annual growth of 26.6% and a cumulative total Shareholder return of 221%. This compares with $100 CAD dollars invested in the S&P/TSX Composite Index in 2007 representing a value of $143 CAD in 2012 showing a compound annual growth of 0.6% and a cumulative total Shareholder return of 3.0%. Since 2007, Compensation (including base salary, short-term incentive

and long-term incentive) for the NEOs has gone from $2.2 million expressed in mixed dollars to $4.7 million in mixed dollars representing an increase of 118%.

EQUITY COMPENSATION PLAN INFORMATION

Number of Shares to be Weighted average exercise Number of Shares remaining Plan Category issued upon exercise of price of outstanding available for future issuance outstanding options or options at fiscal year-end (excluding securities in column awards at fiscal year-end (a)) (b) (a) (c)

Option Plan approved by 718,395 $14.27 CAD 322,205 (1) Shareholders PSU Plan approved by 72,174 n/a 127,826 (2) Shareholders Notes:

(1) Of this number 161,496 options were granted subsequent to year end. (2) Of this number 21,638 awards were granted subsequent to year end.

OPTION-BASED AWARDS

The Option Plan provides eligible participants, including the Named Executive Officers, with the opportunity to purchase Common Shares or Non-Voting Shares of the Company (collectively, in this section only, “Shares”) or to accept upon exercise a cash payment equal to the appreciation in value of the underlying Shares from the date of grant to the date of exercise, less applicable source deductions (“Tandem SARs”). As of May 17, 2011, the amount of the appreciation is equal to the difference between the volume weighted average trading price of such Shares for the last five days on which such Shares traded on the TSX (the “Fair Market Value”) on the date of exercise and the option price for the Shares. For options issued prior to May 17, 2011 the amount of the appreciation is equal to the difference between the close price on the date of exercise and the option price for the Shares. The number of Shares which may be issued under the Option Plan shall be reduced by the number of underlying Shares of each Tandem SAR exercised. The Option Plan also contains a ‘cashless’ exercise feature whereby, if permitted by the Committee, the participant may elect to receive the value of the option gain in the form of issued Shares instead of exercising the option for cash. In such a case, the number of Shares received is equal to the in-the -money value of the option (being the difference between the exercise price and the Fair Market Value of the Shares at the date of exercise) divided by the Fair Market Value of the Shares at the date of exercise. The number of Shares available for issuance under the Option Plan will be reduced by the number of Shares actually issued upon a cashless exercise, rather than the total number of Shares underlying the option. The Company may require payment of an amount equal to the withholding and remittance obligation imposed on the Company under tax laws. Under the terms of the Option Plan, the Committee designates eligible participants to whom options will be granted, and the number and type of Shares to be optioned to each. Eligible participants are directors, members of Management Committee, and senior managers of the Company and subsidiaries of the Company. Shares to be optioned shall not exceed the aggregate number of 1,300,000 as of May 17, 2011, currently being 815,487 representing 5.4% of the issued and outstanding Shares as of March 18, 2013. There remains 160,709 Shares available for issuance under the Option Plan, representing 1.1% of the issued and outstanding Shares as of March

18, 2013. The option price for the Shares is determined by the Committee at the time of granting of the option but cannot be less than the Fair Market Value of the Shares underlying the option at the time of grant. The term during which any option granted may be exercised is determined by the Committee at the time the option is granted but may not exceed ten years from the date of grant. The Option Plan provides that an expiry date falling within a black out period will be extended to the date that is ten business days after the blackout period expires. The purchase price is payable in full at the time the option is exercised. The number of Shares issuable to insiders, at any time, shall not exceed 10% of the issued and outstanding Shares, and the number of Shares issued to insiders, within a one year period, shall not exceed 10% of the issued and outstanding Shares. Options are not transferable or assignable. If a participant ceases to be employed by the Company due to retirement, options expire 2 years after the retirement date. If a participant ceases to be employed by the Company for any other reason, options expire 30 days after the termination date with the exception of those who have a change of control provision. In the event of the death of a participant, options theretofore granted may be exercised by the executors or administrators of the estate of the participant. Participation in the Option Plan is voluntary and does not confer upon a participant any right with respect to employment or continuance of employment, nor interfere in any way with the Company’s right to terminate employment. The obligations of the Company to sell and deliver Shares under options are subject to the approval of any government or regulatory authority which may be required in connection with the authorization, issuance or sale of such Shares. In the event the Company amalgamates, consolidates with or merges into another company, participants will thereafter receive, upon the exercise of options, the securities or property to which a holder of the number of Shares then deliverable upon the exercise of such options would have been entitled to upon such amalgamation, consolidation or merger.

While the Option Plan allows a certain amount of discretion to the Committee with respect to the granting of options, ad hoc grants to Named Executive Officers are made only in exceptional circumstances, and only if the Committee determines that it is important to recognize performance or maintain the competitiveness of the Company’s compensation practices. The table below summarizes the options granted to Named Executive Officers over the last two years.

Title 2012 2011 Chief Executive Officer 65,610 15,900 Executive Vice President & Chief 12,252 8,400 Financial Officer Chief Operating Officer U.S.A. 19,954 8,400 Chief Operating Officer Canada 11,869 8,400 Executive Vice President Global 9,189 4,700 Procurement

Grants to other senior employees are based on the position and whether they report directly to a member of Management Committee and serve on that member’s operating team. As of March 18, 2013, unexercised options representing 815,487 Shares, representing 5.4% of the issued and outstanding Shares as of March 18, 2013, are outstanding at exercise prices ranging from $6.90 CAD to $34.77 CAD per Share.

High Liner does not receive consideration when the options are granted. The Committee determines the term of each option and the vesting schedule. Typically options have a vesting period ranging from one to three years and have a term of five years.

In the event that Options are awarded or paid out to an Eligible Participant under the following circumstances, such Eligible Participant will reimburse to the Company such amount of the award or payout requested by the Company where: (a) the amount of such award or payout was calculated, directly or indirectly (including inflated Share price), based upon the achievement of financial results that were subsequently the subject of a restatement or the correction of a material error, (b) such Eligible Participant engaged in international misconduct that caused or partially caused the need for the restatement or caused or partially caused the material error, and (c) the amount of the award or payout that would have been awarded to such Eligible Participant had the financial results been properly reported would have been lower than the amount actually awarded or paid out.

Without notice or Shareholder approval the company may amend, suspend or terminate the Option Plan provided that the amendment, suspension or termination does not impair any option previously granted. Without limiting the generality of the foregoing, the following types of amendments may be made without notice or Shareholder approval:

(i) reduce the number of securities issuable under the Option Plan; (ii) increase or decrease the maximum number of Shares any single eligible participant is entitled to receive under the Option Plan; (iii) any amendment pertaining to the vesting provisions of each option set out in any Option Agreement; (iv) any amendment to the terms of the Option Plan or any Option Agreement relating to the effect of termination, cessation or death of an eligible participant on the right to exercise options; (v) any amendment pertaining to the assignability of grants required for estate planning purposes; (vi) increase the option period referred to in regards to blackout periods and an event of death as discussed in the Option Plan; (vii) increase the exercise price or purchase price of any option; (viii) amend the process by which an eligible participant can exercise his or her option, including the required form of payment for the Shares, the form of exercise notice and the place where such payments and notices must be delivered; (ix) add and/or amend any form of financial assistance provision to the Option Plan; (x) add and/or amend a cashless exercise feature, payable in cash or Shares; (xi) amend the eligibility requirements for participants in the Option Plan; (xii) any amendment as may be necessary or desirable to bring the Option Plan into compliance with securities, corporate or tax laws and the rules and policies of any Stock Exchange upon which the Shares are from time to time listed; (xiii) any amendment to add covenants of the Company for the protection of eligible participants, provided that the Committee shall be of the good faith opinion that such additions will not be prejudicial to the rights or interest of the eligible participants; (xiv) any amendments not inconsistent with the Option Plan as may be necessary or desirable with respect to matters or questions, which in the good faith opinion of the Committee, having in mind the best interests of the eligible participants, it may be expedient to make, provided that the Committee shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the eligible participants; (xv) any such changes or corrections which, in the advice of counsel to the Company, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or

clerical omission or mistake or manifest error, provided that the Committee shall be for the opinion that such changes or corrections will not be prejudicial to the rights and interest of the eligible participants; and (xvi) any re-allocation of the number of Shares that may be issued from treasury as between the Option Plan and the PSU Plan.

As of May 10, 2012 the following amendments to the Option Plan were approved by the Directors of the Company and were made without further notice or Shareholder approval:

(i) Wording was added to the Purpose Section of the Plan indicating that options would not qualify as “incentive stock options” as defined in Section 422 of the United States Internal Revenue Code of 1986 to clarify a U.S. tax matter; (ii) The annual limit for outside Directors was removed from Section 4 of the Plan; (iii) The aggregate fair market value limitation was deleted from Section 4 as this limitation was no longer necessary for tax purposes; and (iv) A ‘claw back’ provision was added in Section 22 to simplify the option agreement documentation.

The following types of amendments to the Option Plan cannot be made without Common Shareholder approval:

(i) amendments which would increase the number of Shares issuable under the Option Plan, otherwise than in accordance with the Option Plan; (ii) amendments which would result in a reduction in the exercise price, or cancellation and reissue, of options, otherwise than in accordance with the Option Plan; (iii) any amendment to increase the maximum limit of the number of Shares that may be issued to insiders within any one year period, or issuable to insiders, at any time; (iv) any amendment that extends the option period beyond the original expiry date, otherwise than as allowed by the Option Plan; (v) any amendment adding participants that may permit the introduction or re-introduction of non-employee directors on a discretionary basis; (vi) any amendment allowing awards granted under plans to be transferable or assignable other than for normal estate settlement purposes; and, (vii) any amendment to the amending provisions of the Option Plan.

Please see section Approval of Option Plan Amendment for the proposed amendment.

PERFORMANCE SHARE UNIT (PSU) PLAN

As a result of the review of the long term incentive compensation arrangements in 2010, a PSU plan was approved as part of a new long term incentive compensation arrangement for the Company. Performance share units (“PSUs”) may be issued under the PSU Plan to any eligible employee of the Company or its subsidiaries as determined by the Committee. Directors who are not full time employees of the Company may not participate in the PSU Plan. The PSU Plan is expected to reward NEO’s and certain other Management Committee members for performance which is expected to drive long term Shareholder value.

The PSU Plan was developed with the assistance of the independent compensation consultant. Levels of reward for the Option Plan and PSU Plan are based on market data reviewed in the normal course of managing executive pay. The combination of Options and PSU grants are intended to provide a competitive long term incentive program.

Grants of PSUs will be at the discretion of the Committee within the limitations of the PSU Plan and subject to the rules and policies of applicable regulatory authorities. The amount payable to each participant under the PSU Plan in respect of a particular grant of PSUs shall be determined by multiplying the number of PSUs (which will be adjusted in connection with the payment of dividends by the Company as if such PSUs were Shares held under a dividend reinvestment plan) by a performance multiplier to be determined by the Board and by the Fair Market Value of a Share at the vesting date. The PSUs will vest at the end of a three year period if agreed upon performance measures are met. The measures for the plan will be approved yearly by the Committee.

The form of payment under the PSU Plan shall be one or more of the following forms: (i) cash; (ii) Common Shares; or (iii) Non-Voting Shares. Common Shares and Non-Voting Shares may be obtained from the market or, from treasury of the Company in order to pay out PSUs in accordance with their terms. Approval was granted in 2011 for 200,000 Shares in aggregate to be reserved for issuance from treasury of the Company under the PSU Plan, which, as of March 18, 2013, represents 1.3% of the aggregate of the issued and outstanding Shares of the Company. In addition, issuances of PSUs may not result in the following limitations being exceeded: (a) the aggregate number of Shares issuable to insiders pursuant to the PSU Plan, the Option Plan or any other security based compensation arrangement of the Company exceeding 10% of the aggregate of the issued and outstanding Shares at any time; and (b) the issuance from treasury to insiders, within a 12-month period, of an aggregate number of Shares under the PSU Plan, the Option Plan and any other security based compensation arrangement of the Company exceeding 10% of the aggregate of the issued and outstanding Shares.

The Committee will require all participants to reimburse, in all appropriate cases, any long- or short-term incentive award or amount awarded to the participant and any non-vested equity-based awards previously granted to the participant if: (a) the amount of such compensation was calculated based upon the achievement of financial results that were subsequently the subject of a restatement or the correction of a material error, (b) the participant engaged in intentional misconduct that caused or partially caused the need for the restatement or caused or partially caused the material error, and (c) the amount of the compensation that would have been awarded to the participant had the financial results been properly reported would have been lower than the amount actually awarded.

If a participant voluntarily terminates his or her employment with the Company or has employment terminated for cause, all unvested PSUs are cancelled as at the date of termination. If the employment of a participant with the Company is terminated by the Company for any reason other than for cause, a number of unvested PSUs shall continue to vest prorated based upon the number of full calendar months of active employment during the term of the PSU, and all other unvested PSUs shall be cancelled. Upon the death of a participant, a prorated number of PSUs based upon the number of full calendar months of active employment during the term of the PSU shall vest as of the date of death and shall be paid within two and one half months following the participant’s death on the assumption that the Target Performance Level is met, and all other unvested PSUs shall be cancelled. If a participant has attained the age of 60

and retires pursuant to a retirement plan, a prorated number of PSUs based upon the number of full calendar months of active employment during the term of the PSU shall continue to vest following retirement, and all other unvested PSUs shall be cancelled as at the date of retirement. PSUs are not transferable other than on death of the participant according to the laws of descent and distribution. If a participant suffers a disability, a number of unvested PSUs held by such participant at the date of disability, prorated based on the number of full calendar months of active employment during the term to the total number of months in the term, shall continue to be subject to vesting in accordance with the Plan during such participant’s leave. If a Participant commences a parental or another leave approved by the Company for a period longer than three months, other than a leave for disability, a number of unvested PSUs held by such participant as at the commencement of such leave, prorated based on the number of full calendar months of active employment of the participant during the term to the total number of months in the term, shall continue to be subject to vesting in accordance with the Plan during such leave. In such case, all other unvested PSUs shall be cancelled on the date of the determination not to return to active employment. If a participant is seconded to an entity other than a subsidiary, the Committee shall determine the manner in which all PSUs held by the participant as at the date of the secondment shall be treated under the Plan, provided, however, that in no event shall such treatment permit amounts to be payable under the Plan more than 2 ½ months after the vesting date.

In the event of a Change of Control, all unvested PSUs shall vest on the date that is 30 days prior to the date of the Change of Control based on applicable performance measures achieved from the start of the term to that date. In such case, each PSU shall be paid out upon the Change of Control occurring. “Change of Control” for this purpose shall mean the occurrence of either: (i) a person (other than Thornridge Holdings Limited or its affiliates) acquiring beneficial ownership of Shares and/or convertible securities such that, assuming only the conversion by such acquirer, that acquirer would cast more than 50% of the votes attaching to all Shares that may be cast to elect directors of the Company, and the exercise of the voting power of all or any such Shares so as to cause or result in the election of one half or more directors of the Company who were not incumbent directors; or (ii) the disposition of convertible securities and/or Shares by Thornridge Holdings Limited to the extent that it would cast less than 30% of the votes attaching to all Shares that may be cast to elect directors of the Company, and the exercise of the voting power attaching to Shares so as to cause or result in the election of one third or more directors of the Company who were not incumbent directors.

Amendments to the PSU Plan shall not alter or impair the rights of any participant in respect of existing PSUs without the consent of that participant. The Board of Directors of the Company may from time to time amend the PSU Plan without notice or Shareholder approval provided that such amendment shall not impair any PSUs previously granted. In particular, the Board of Directors may make the following types of amendments to the PSU Plan without Shareholder approval:

(i) to reduce the number of Shares issuable under the PSU Plan; (ii) to increase or decrease the maximum number of Shares of a single participant; (iii) to amend the vesting provisions; (iv) to change the effect of termination, cessation or death of a participant; (v) to change the assignability for estate planning purposes; (vi) to increase the Term; (vii) to forms of financial assistance; (viii) to change to eligibility;

(ix) for compliance with securities, corporate or tax laws and the rules and policies of the TSX; (x) to add covenants for the protection of participants; (xi) to make changes in the best interest of the participants; (xi) to correct any ambiguity or defect or inconsistent provision or error; and (xii) to re-allocate the number of Shares as between the Option Plan and the PSU Plan.

Shareholder approval is specifically required for amendments to the PSU Plan that would:

(i) increase the number of Shares issuable under the PSU Plan other than a re-allocation or adjustment in the case of a re-organization; (ii) increase the maximum limit of the number of Shares that may be issued to insiders; (iii) add non-employee directors as participants on a discretionary basis; (iv) allow transferability; or (v) to amend the amending provisions of the PSU Plan.

SHARE OWNERSHIP REQUIREMENTS

In 2004, the Committee introduced share ownership requirements for the Named Executive Officers and other eligible participants in the Option Plan. The Chief Executive Officer is required to own at least 70,000 Shares. Other incumbent members of Management Committee, including the NEOs, are required to acquire and hold at least 15,000 Shares. It was decided that the requirement should be met in three tranches after becoming a member of the Management Committee: 5,000 after 3 years, 10,000 after 5 years and the total 15,000 after seven years. The below table summarizes current Share holdings as of the date of this Circular.

Required Ownership Actual Shares Owned Chief Executive Officer 70,000 233,444 Shares Chief Financial Officer 15,000 22,000 Shares Chief Operating Officer Canadian Ops 15,000 20,700 Shares Chief Operating Officer USA Ops 15,000 10,000 Shares Executive Vice President Global Procurement 15,000 15,570 Shares Vice President Human Resources 15,000 5,000 Shares

SUMMARY COMPENSATION TABLE

The following Compensation Table includes the compensation of the Chief Executive Officer, the Chief Financial Officer, and the three other most highly compensated executive officers (collectively the NEOs) of the Company in the most recently completed financial year for each of the Company’s two most recently completed financial years. Compensation, which is paid in Canadian dollars, is reported in U.S. dollars.

Name and Year Salary Share- Option- Non-equity Pension Total Position ($)(1) based Based incentive plan Value ($)(1) Compensation awards Awards compensation ($)(1) ($)(1) ($)(2) ($)(3) Annual Incentive plans

Henry E. Demone 2012 618,132 575,086(4) 375,096 452,534 154,313 2,175,161 President & CEO

2011 596,658 76,543 91,523 475,994 118,111 1,358,832

2010 552,856 - 163,665 441,080 67,647 1,225,249

Kelvin L. Nelson Executive Vice 2012 342,457 170,065(4) 70,045 152,776 60,265 795,608 President & CFO

2011 318,063 40,517 48,353 180,892 57,242 645,066

2010 296,173 - 82,895 149,004 38,607 566,680

Keith Decker COO, US 2012 370,194 114,041 114,073 185,059 9,450 792,817 Operations

2011 330,576 40,517 48,353 197,779 9,828 627,053

2010 305,058 - 82,895 171,372 9,836 569,161

Mario Marino COO, Canadian 2012 335,427 67,823 67,850 178,078 84,162 733,340 Operations

2011 322,846 40,517 48,353 193,307 72,403 677,426

2010 296,173 - 82,895 145,522 23,726 548,317

Paul Snow 703,645 Executive Vice 2012 291,794 52,530 52,534 118,497 188,290 President, Global Procurement 2011 265,052 26,978 27,055 131,765 31,375 482,225

2010 243,779 - 39,854 105,704 80,694 470,030

Notes: (1) Compensation for 4 of the NEOs is paid in Canadian dollars, and is being reported in U.S. dollars. Mr. Decker’s Compensation is paid in U.S. dollars and is reported in U.S. dollars. The rate of exchange used to convert Canadian dollars to U.S. dollars is the average exchange rate for the fiscal year ends

being December 29, 2012: 0.9996; December 31, 2011: 0.9891; January 1, 2011: 1.0324 averaging the Bank of Canada noon day rates. (2) The share- based award value is determined by using the fair market value of the Share on the date of issue. The share-based awards were issued on February 22, 2012 at a Share price of $18.78. The figures in this column reflect the grant date fair value of options granted to Named Executive Officers for each of 2012, 2011, and 2010 as approved by the Committee and are converted from Canadian dollars to U.S. dollars at the average exchange rate for the fiscal year ends being December 29, 2012: 0.9996; December 31, 2011: 0.9891; January 1, 2011: 1.0324 averaging the Bank of Canada noon day rates. (2) The share-based award value is determined by using the fair market value of the Share on the date of issue. The share-based awards were issued on February 22, 2012 at a Share price of $18.78. The figures in this column reflect the grant date fair value of options granted to Named Executive Officers for each of 2012, 2011, and 2010 as approved by the Compensation Committee and are converted from Canadian dollars to U.S. dollars at the average exchange rate for the fiscal year ends being December 29, 2012: 0.9996; December 31, 2011: 0.9891; January 1, 2011: 1.0324 averaging the Bank of Canada noon day rates. (3) As explained in above, under the terms of the Option Plan, options are always granted at the market price of the Company’s Shares on the date of grant. The options granted to the NEOs in 2012 were granted at a strike price of $18.78 CAD for the February 2012 grant. The market value of the Shares at December 29, 2012, the Company’s fiscal year end, was $31.00 CAD. The numbers shown above are calculated using the trinomial method. This method uses the grant price, the market price at the time of grant, the expected annual volatility, the risk free rate, the expected annual dividend rate, time to vest, and time to expiry as the factors in the model. High Liner currently uses a web based program that runs the model and calculates the future value of the option. The figures in this column reflect the grant date fair value of options granted to Named Executive Officers for each of 2012, 2011, and 2010 as approved by the Compensation Committee and are converted from Canadian dollars to U.S. dollars at the average exchange rate for the fiscal year ends being December 29, 2012: 0.9996; December 31, 2011: 0.9891; January 1, 2011: 1.0324 averaging the Bank of Canada noon day rates. (4) This is the combined fair market value of PSUs awarded under the PSU plan with a performance criteria attached and the special award made under the same program to reward historical performance in relation to the Icelandic USA acquisition.

INCENTIVE PLAN AWARDS

The following table summarizes all outstanding awards as at December 29, 2012.

Option-based Awards Share-based Awards Name Number of Option Option Value of Number of Market or Market or Securities Exercise Expiration Date unexercised Shares or payout payout of underlying Price in-the- units of value of vested share- unexercised ($) money shares that share-based based awards options (#) options have not awards that not paid out ($) vested (#) have not or vested ($) distributed ($) Henry E. 20,000 9.45 March 31, 2014 433,079 5,391 167,911 - Demone 20,000 10.33 March 31, 2016 415,394 20,344 633,697 30,000 11.67 August 31, 2016 582,697 10,854(1) 338,097 5,300 16.50 March 31, 2017 77,221 5,300 16.50 March 31, 2018 77,221 5,300 16.50 March 31, 2019 77,221 65,610 18.78 March 31, 2017 805,621 Kelvin L. 700 9.64 March 31, 2013 15,024 - Nelson 7,500 9.45 March 31, 2014 162,405 7,500 6.90 March 31, 2015 181,622 7,500 10.33 March 31, 2016 155,773 2,854 88,881 17,500 11.67 August 31, 2016 339,907 3,799 118,326 2,800 16.50 March 31, 2017 40,796 5,472(1) 169,048 2,800 16.50 March 31, 2018 40,796 2,800 16.50 March 31, 2019 40,796 12,252 18.78 March 31, 2017 150,441 Keith 14,900 11.67 August 31, 2016 289,406 2,854 88,881 - Decker 2,800 16.50 March 31, 2017 40,796 6,187 192,712 2,800 16.50 March 31, 2018 40,796 2,800 16.50 March 31, 2019 40,796 19,953 18.78 March 31, 2017 245,002 Mario 7,500 10.33 March 31, 2016 155,773 2,854 88,881 - Marino 17,500 11.67 August 31, 2016 339,907 3,680 114,611 2,800 16.50 March 31, 2017 40,796 2,800 16.50 March 31, 2018 40,796 2,800 16.50 March 31, 2019 40,796 11,641 18.78 March 31, 2017 142,939 288 18.88 March 31, 2017 2,776

Value Vested or Earned

Name Option-based awards – Value vested during the Share-based awards – Value year ($) vested during the year ($) Henry E. Demone 12,990 - Kelvin L. Nelson 6,863 - Keith Decker 6,863 - Mario Marino 6,863 - Paul Snow 3,841 - Notes: Values for option-based awards value vested during the year were converted from Canadian dollars using the average daily Bank of Canada noon-day exchange rates for the fiscal year ended December 29, 2012 being 0.9996.

The stock price at December 29, 2012 was $31.00 CAD which results in all options issued prior to 2012 having a positive value. The PSU Plan was introduced in 2011 so there were no awards which vested during 2012.

RETIREMENT PLAN BENEFITS

Defined Benefit Plans

Effective January 1, 1989, the Company introduced a Management Pension Plan (the “Pension Plan”), a defined benefit plan for Canadian management employees. On December 29, 2012, 16 persons were enrolled as active members in the Pension Plan including the Named Executive Officers who are Canadian residents (i.e., not Keith Decker). The objective of the Pension Plan for Canadian Management is to provide an annual pension (including Canada Pension Plan) of 2% of the average of a member’s highest five years’ regular earnings while a member of the Pension Plan multiplied by the number of years of credited service. Annual short-term incentive payments and amounts under the PSU or Option Plan are not eligible earnings for pension purposes. Effective December 31, 1999, the Company introduced a new Defined Contribution Pension plan for all salaried employees including executive officers. The Pension Plan for the Named Executive Officers in Canada was grandfathered, and there will be no new entrants to the Pension Plan. Members contribute 3.25% of their earnings up to the YMPE and

5% in excess of the YMPE to the maximum that a member can contribute based on income tax rules. The credited service under the Pension Plan for each Canadian Named Executive Officer is twenty years.

Upon retirement, the employees in the Pension Plan are provided lifetime retirement income benefits based on their best five years of salary less Canada Pension benefits. Full benefits are payable at age 65, or at age 60 if the executive has at least 25 years of service. The benefits are payable for life, and 60% is payable to their spouse upon their death with a guarantee of 60 months. Members can retire at age 55 with a reduction.

In Canada, the Company also provides, through its Supplemental Executive Retirement Plan (the “SERP”), extended pension plan benefits to NEO’s. The SERP extends benefits beyond the income tax limits for registered plans but are otherwise similar in terms of accumulation rate. The annual pension amounts derived from the aggregate of Pension Plan and SERP benefits represent 1.3% of the 5-year average Years Maximum Pensionable Earnings (YMPE) plus 2% of the salary remuneration above the 5- year average YMPE. The combination of these amounts is multiplied by the years of service to determine the full annual pension entitlement from the two plans.

Name Number of Annual benefits payable ($) Accrued Compensatory Non- Accrued years obligation at change ($)(2) compensatory obligation at credited At year At age 65(2) start of year change ($)(2) year end ($)(2) service(1) end(2) ($)(2) (#) Henry E. Demone 28.17 281,944 354,376 3,617,401 154,313 856,901 4,628,614 Kelvin L. Nelson 28.67 154,097 179,689 1,968,103 60,265 319,770 2,348,138 Mario Marino 29.42 152,084 210,004 1,900,845 84,162 556,293 2,541,300 Paul Snow 34.25 130,257 170,015 1,660,402 188,290 474,856 2,323,548 Notes: (1) The credited service above includes service in the prior Management plan (Demone: 4.17 years, Nelson: 4.67 years, Marino 5.42 years, Snow: 10.25 years (2) The numbers in the chart above have been converted from Canadian dollars to U.S. dollars using the average daily Bank of Canada noon-day exchange rates for the fiscal year ended December 29, 2012 being 0.9996.

Defined Contribution Plans

In the United States, the Company maintains a defined contribution savings plan under the provisions of the Employment Retirement Income Security Act of 1974 (a 401(k) plan), which covers substantially all employees of the U.S. subsidiary company, including Mr. Decker. Mr. Decker is a member of the High Liner Foods (USA) 401(k) Plan and was permitted to contribute up to 20 percent of his base pay; to a maximum of $16,500 (employees over 50 years of age could contribute an additional $5,500). The Company makes a Safe Harbor matching contribution equal to 100% of their salary deferrals that do not exceed 3% of their compensation plus 50% of salary deferrals between 3-5% of their salary compensation.

Name Accumulated value at Compensatory Accumulated value at start of year ($) ($) year end ($) Keith Decker 385,153 9,450 470,854

TERMINATION AND CHANGE OF CONTROL BENEFITS

The Company has entered into change of control contracts between the Company and Henry E. Demone, President and Chief Executive Officer, and the other Named Executive Officers. The change of control agreements are automatically extended annually by one additional year unless the Company provides 90 days notice of its unwillingness to extend the Agreements.

The change of control agreement for Henry E. Demone provides that, in the event of a termination by the Company following a change of control, other than for cause, or by the executive for good reason, he is entitled to: (a) cash compensation equal to his final annual compensation (including base salary and short- term incentives) multiplied by 3; (b) the automatic vesting of any options or other entitlements for the purchase or acquisition of Shares in the capital of the Company which are not then exercisable, which shall be exercisable for three years following termination; (c) continue to participate in certain benefit programs for three years.

The change of control agreements for K. L. Nelson, M. Marino, P. Snow are substantially on the same terms and conditions as the change of control agreement for H.E. Demone, except that the multiplier for the purposes of the cash compensation formula is 2 and not 3, and the period of continued entitlement to options and benefits is two years. A change of control agreement was put in place for K. Decker in 2010. In his case the multiplier is 1 times salary plus 1/12 of his annual base salary multiplied by years of service up to a maximum of 12 years or a combined maximum total of 24 months. The cash compensation under all change of control agreements is paid on a salary continuation basis, and the period of continued entitlement to benefits is equal to the applicable salary continuation period.

The change of control agreements define “change of control” as: (a) an acquisition of the beneficial ownership of Shares of the Company by a holder, other than Thornridge Holdings Limited, that would entitle such person to cast more than 50% of the votes attaching to all Shares of the Company, and the exercise of such voting power to cause the replacement of one-half or more of incumbent directors, or (b) the disposition of the beneficial ownership of Shares of the Company by Thornridge Holdings Limited such that, after such disposition, Thornridge Holdings Limited would own Shares entitling the holder to cast less than 30% of the votes attaching to all Shares of the Company, and the replacement of one third or more of the incumbent directors. In addition to the change of control agreements, certain Executive Officers residences in Lunenburg are protected for any financial loss in the event the Executive, as a result of termination, has to sell their home at a loss. The information below quantifies estimated payments for the CEO assuming a change of control event entitling him to payments under the Agreement is triggered at fiscal year end 2012. We are using current values in our example below (due to increased real estate values in the Lunenburg area it is assumed that no amount would be owed under the house protection commitment):

Benefit Value of Benefit at Duration of Benefit December 29, 2012(1) Salary Continuance $627,763 3 years Short Term Incentive $454,535 3 years Benefits – including Health, Dental, Life $7,294 annually 3 years Insurance

Benefit Value of Benefit at Duration of Benefit December 29, 2012(1) Vacation Pay $72,434 One time payment for accrued vacation amount due on termination date Vehicle $7,990 (taxable benefit) 3 years Option-based Awards $2,468,454 Exercisable for three years following termination Share-based Awards $1,139,705 Vests as described in the PSU section above Notes: (1) Values have been converted using the Bank of Canada Noon Day Rate as of December 29, 2012 being 0.9952.

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

As at March 18, 2013 there was no indebtedness to the Company and its subsidiaries from any executive officers, directors, employees and former executive officers, directors and employees of the Company or its subsidiaries.

APPOINTMENT OF AUDITORS

The persons named in the enclosed proxy form intend to vote for the reappointment of Ernst & Young, LLP as Auditors of the Company.

RECONFIRMATION OF THE SHAREHOLDER RIGHTS PLAN

The Company’s Rights Plan was previously approved by the Company’s Shareholders on January 5, 2011. In accordance with the rules of the Toronto Stock Exchange and the terms of the Rights Plan, it must be reconfirmed at a meeting of Shareholders of the Company every three years thereafter. If the Agreement is not so reconfirmed, the Rights Plan and all outstanding Rights shall terminate. The Rights Plan is attached as Schedule B to this Circular.

The Directors of the Company recommend that Shareholders vote in favour of the resolution approving the reconfirmation of the Rights Plan Shareholder Agreement. If Shareholders do not specify how they want their Shares voted, the persons named as Proxyholders will cast the votes represented by Proxy at the Meeting FOR the resolution approving the proposed named change.

APPROVAL OF OPTION PLAN AMENDMENT

The Option Plan was introduced and approved by Shareholders in 1985. Full details with respect to the Option Plan and the current participation of Named Executive Officers are included in this Circular. See the section headed “Executive Compensation – Option Based Awards”.

The Option Plan has been amended from time to time by the Board of Directors of the Company. Under the rules of the TSX where the Shares are listed, all changes to the Option Plan must be approved by the TSX. More significant amendments require Shareholder approval, while other amendments do not.

The change noted below made by the Board of Directors of the Company to the Option Plan requires approval by Shareholders.

Shares Reserved for Issuance

The number of Shares previously authorized to be issued under the Option Plan is 1,300,000, of which 323,804 have already been issued such that the number of Shares reserved and remaining available to be issued upon the exercise of options under the Option Plan is 976,196 as at March 18, 2013. However, the Company currently has options issued and outstanding to acquire 815,487 Shares, leaving only 160,709 Shares unallocated under the Option Plan. The Board approved that the Option Plan be amended to increase the number of Shares which may be issued from treasury of the Company upon the exercise of options under the Option Plan on and after March 18, 2013 from 976,196 to 1,900,000, that is a replenishment of 323,804 Shares and an increase to the Option Plan of 600,000 Shares. These 1,900,000 Shares which represents 12.5% of the currently issued and outstanding Shares will be available for issue upon the exercise of options now outstanding or those granted in the future. In accordance with TSX rules, this change requires approval by Shareholders.

Requested Resolution

A motion will be made at the Annual General Meeting as follows: to approve amendments to the Option Plan to replenish the Option Plan by 323,804 Shares to 1,300,000 Shares and increase the number of Shares that may be issued upon the exercise of options under the Option Plan by 600,000 Shares from 1,300,000 to 1,900,000 Shares on and after March 18, 2013.

The Directors of the Company recommend that Shareholders vote in favour of the resolution approving the proposed amendments to the Share Option Plan. If Shareholders do not specify how they wish their Shares voted, the persons named as Proxyholders will cast the votes represented by Proxy at the Meeting FOR the resolution approving the proposed named change.

APPROVAL OF AMENDMENTS TO ARTICLES OF ASSOCIATION

The Company has Articles that, like by-laws, regulate the operation of the Company. The Company’s Articles are in a form that date back approximately 40 years, subject to a few minor amendments which occurred in 1987. Since that time, there have been significant changes in applicable corporate and securities laws, accounting rules and policies, and practices of Canadian public companies that make the Company’s Articles outdated. The Board has determined that it is in the best interest of the Company to adopt a modern set of Articles. Attached in Schedule C is the resolution to approve the contemplated changes to the Articles, with the proposed amended and restated Articles attached thereto. Below is a brief summary of the most significant effects of the proposed amendments to the Articles:

• Permitting modern electronic forms of communication, including communication to Shareholders and directors;

• Confirming attendance at directors’ meetings by electronic means;

• Removing sections relating to repealed statutory requirements;

• Allowing all forms of share certificates which comply with applicable laws, including modern rules applicable to publicly-listed companies;

• Confirming the ability of the Company to accept the surrender of shares;

• Permitting amendments to authorized capital with Shareholder consent to the full extent now permitted by applicable corporate laws;

• Enabling the Company to make use of modern capital accounts deemed to exist under recent corporate law amendments;

• Providing for meetings and voting by class or series where required under applicable law along with limitations on class voting contemplated by applicable corporate law;

• Providing for the requisition of Shareholders’ meetings as mandated by applicable corporate law;

• Conforming notice procedures for Shareholders in accordance with applicable securities and corporate laws, and providing for record dates for such notices and other purposes;

• Permitting Shareholder meetings to be held outside of Nova Scotia;

• Conforming proxy requirements to applicable corporate and securities laws;

• Providing that the directors may fix director remuneration, consistent with the corporate law and practice for most Canadian public companies;

• Providing the directors flexibility to declare any dividend permitted by applicable corporate laws;

• Providing for financial statements to be presented to Shareholders in accordance with current corporate law and accounting rules;

• Permitting the Company to appoint as auditor any person not disqualified by applicable corporate laws;

• Confirming authority for the execution of documents and instruments on behalf of the company; and,

• Modernizing language including gender neutral language;

The Directors of the Company recommend that Shareholders vote in favour of the special resolution approving the proposed amendments to the Articles. If Shareholders do not specify how they want their Shares voted, the persons named as Proxyholders will cast the votes represented by Proxy at the Meeting FOR the special resolution approving the proposed Articles.

To pass, the special resolution must be approved by three-quarters of the votes cast at the Meeting, whether by Proxy or in person.

AUDIT COMMITTEE COMPOSITION AND AUDIT FEES

The Composition of the Audit Committee of the Company is detailed in the Company’s Annual Information Form for the year ended December 29, 2012 in Section 9.2, and details of fees paid to the Company’s Auditor, Ernst & Young LLP, can be found in Section 9.4. The Annual Information Form has been filed on SEDAR at www.sedar.com, a copy of which may be obtained, without charge, by contacting the Company’s Corporate Secretary.

CORPORATE GOVERNANCE PRACTICES

The Board of Directors and management annually review the Company’s corporate governance structures and practices. Our review is conducted with reference to National Policy 58-201 Corporate Governance Guidelines, and National Instrument 58-101 Disclosure of Corporate Governance Practices (the “Guidelines”). High Liner has been committed to continuous improvement of its governance practices since the adoption of the original TSX Guidelines more than a decade ago. The Board of Directors believes that this commitment has lead to improved organizational effectiveness, and has enhanced the Board’s connectivity to the strategic plan, the identification of risk, and communications with stakeholders.

The Board’s governance program is the responsibility of the Human Resources and Corporate Governance Committee. This report is prepared in accordance with Form 58-101F1 and provides a description of High Liner’s approach to each of the guidelines in identified in NP 58-201.

NP 58-201 Guideline High Liner’s Approach

COMPOSITION OF THE BOARD

3.1 The board should have a majority of A clear majority of the High Liner board is independent, as required by the independent directors. Board Charter, included in this Circular. The Human Resources & Corporate Governance Committee reviews the independence of each “Independence” is defined in section in section 1.4 director annually, with reference to the independence definition found in of Multilateral Instrument 52-110 Audit NI52-110. With respect to the Audit Committee, the additional Committees. requirements of section 1.5 of NI52-110 are applied. To aid its analysis, each director is required to complete an annual questionnaire, which requires disclosure of all board appointments, and all relationships, if any, with the Company. Of the 11 proposed directors, only Henry Demone, President & Chief Executive Officer, a full time executive officer of High Liner is not independent. Of the remaining 10 proposed directors, none have a direct or indirect material relationship with High Liner that could, in the view of High Liner’s board of directors, be reasonably expected to interfere with the exercise of his or her independent judgment.

Mr. Hennigar is Chairman and CEO and Mr. Matthew Hennigar is a Director of Thornridge Holdings Limited, which now owns 38.1% of the Shares of High Liner Foods Inc.

Mr. MacQuarrie is a partner and Mr. Dexter is counsel in the Company’s external legal services firm, Stewart McKelvey. Mr. Dexter provides no direct or indirect legal services to High Liner, and his compensation

arrangements with the firm are not related to fee income generated from High Liner. Mr. Dexter’s full time occupation is Chairman of Maritime Travel Inc. Mr. MacQuarrie provides no direct or indirect legal services to High Liner, and his compensation arrangements with the firm are not related to fee income generated from High Liner. Fees earned by Stewart McKelvey for legal services provided to High Liner in 2012 are material neither to High Liner nor to Stewart McKelvey.

Mr. Covelluzzi is President and co-owner of both Crystal Cold Storage & Warehousing, Inc. and Pier 17 Realty Trust Inc. High Liner rents facilities from both of these companies and payments to these companies combined were in excess of $1 million in 2012. Out of an abundance of caution, the Company will treat Mr. Covelluzzi as if he is non-independent.

3.2 The chair of the board should be an The Chairman, David Hennigar, is independent. As Chairman and CEO of independent director. Where this is not Thornridge Holdings Limited, High Liner’s largest Shareholder, his appropriate, an independent director should be interests are closely aligned to the interests of Shareholders as a whole. He appointed to act as “lead director”. However, is also the beneficial owner of 38,900 Shares. either an independent chair or an independent lead director should act as the effective leader of the board and ensure that the board’s agenda will enable it to successfully carry out its duties.

MEETING OF INDEPENDENT DIRECTORS

3.3 The independent directors should hold At every meeting of High Liner’s board of directors, a closed session regularly scheduled Meetings at which non- without management present, including the Chief Executive Officer, takes independent directors and members of management place as a standing item on regular meeting agendas. This requirement is are not in attendance. expressed in the Board Charter: “Every meeting of the Board shall be followed by an in-camera session at which no executive Directors or other members of Management are present, to ensure free and open discussion and communication among the non-executive Directors.”

BOARD MANDATE

3.4 The board should adopt a written High Liner’s board adopted a written Board Charter several years ago and mandate in which it explicitly acknowledges the Human Resources & Corporate Governance Committee reviews it responsibility for the stewardship of the issuer, annually. In the Charter, the board explicitly acknowledges responsibility including responsibility for: for the stewardship of High Liner. The Charter states: “The Board of Directors is the steward of the Company, and must ensure the viability of the Company and see that it is managed in the interest of the Shareholders as a whole.”

(a) to the extent feasible, satisfying itself as to the The Board of Directors appointed the current Chief Executive Officer in integrity of the chief executive officer (the CEO) 1992 (Mr. Demone has also served as President since 1989). During Mr. and other executive officers and that the CEO and Demone’s tenure, the Board, through the Human Resources & Corporate other executive officers create a culture of integrity Governance Committee, has reviewed the CEO’s performance annually, throughout the organization; and has approved his annual performance objectives and compensation. The Audit Committee approves the CEO’s expenses, after they have been compiled and reviewed for compliance with Company policies by the Internal Auditor. During the CEO’s current tenure, there have been no

comments or reservations noted by the external auditors with respect to the annual audit of High Liner’s financial statements. In 2005, the Board of Directors approved a Code of Conduct to assist the CEO and other executive officers in maintaining High Liner’s culture of integrity. Integrity is one of the four core values adopted by the Company: Quality, Integrity, Involvement and Innovation.

(b) adopting a strategic planning process and The Board oversees and participates in the Company’s strategic thinking approving, on at least an annual basis, a strategic and goal deployment process. The Board ensures that management is plan which takes into account, among other things, focused on aligning the efforts of all employees on achieving clear strategic the opportunities and risks of the business; goals. The Board discusses and reviews all materials related to the strategic plan with management, and approves the annual Business Plan. The President and Chief Executive Officer reports to the Board at every meeting on progress against strategic goals, and management relies on the Board to question, validate, and ultimately approve the Company’s strategic direction.

(c) the identification of the principal risks of the The Board of Directors, principally through the Audit Committee, ensures issuer’s business, and ensuring the implementation that the risk management structure of the Company is a comprehensive and of appropriate systems to manage these risks; diligent approach to risk-taking. Officers responsible for risk assessment and management in all areas of Company operations report to the Board and the Audit Committee regularly on the Company’s risk management and internal controls. Assisted by comprehensive checklists and report cards, directors identify and examine all aspects of risk inherent in the Company’s business. The Company’s Management Discussion & Analysis and Annual Information Form includes a thorough discussion of the principal risks facing the Company, and the Audit Committee reviews this prior to disclosure to ensure it is comprehensive. The Audit Committee Charter requires the Committee to review risk management and report to the Board on a quarterly basis. The Audit Committee meets with both the External Auditors at every meeting and with the Internal Auditor semi- annually without management present.

(d) succession planning (including appointing, The Board selects and evaluates the Company’s Chief Executive Officer, training and monitoring senior management); and reviews and approves all proposed appointments to the executive management team. A position description exists for the Chief Executive Officer (available at www.highlinerfoods.com), and specifies that the Chief Executive Officer has primary responsibility for achieving the Company’s business strategy. The Human Resources and Corporate Governance Committee of the Board approves the CEO’s compensation and evaluates his performance annually against pre-approved objectives (see the Compensation Discussion and Analysis beginning at page 14).

The Board approves the Company’s mission statement, which includes the requirement to provide leadership and development opportunities to employees. The Chief Financial Officer and the Chief Operating Officers of each operating division attend every Board meeting to report on various aspects of operations and progress against goals. Other members of executive management attend from time to time to address particular subjects. The Board views these presentations as serving a two-fold purpose: directors are kept informed and can oversee performance, and also have the opportunity to assess the depth and skill of the executive management team. Financial resources and time are made available to all

senior management for continuing education.

(e) adopting a communications policy for the The Board of Directors approves all the Company’s important issuer; communications, including annual and quarterly reports, securities offering documents, news releases, and documents required under continuous disclosure laws. The Company communicates with the public through a number of channels, including its web site. The Company’s Corporate Disclosure, Confidentiality and Employee Trading Policy is reviewed annually by the Human Resources and Corporate Governance Committee and has been approved by the Board. The Policy requires the accurate and timely disclosure of important information, governs external communications, and establishes rules with respect to insider trading. The Policy includes blackout and quiet periods, and is substantially modeled on the Model Disclosure Policy published by the Canadian Investor Relations Institute. The Company holds a conference call on the day following the release of quarterly financial results. The call is broadcast on the Internet and is advertised by news release. Any person can access the conference and participate in the question and answer session.

(f) the issuer’s internal control and management The Audit Committee of the Board is responsible for the integrity of information systems; and internal control and management information systems. The mandate of the Audit Committee is described on page 49. The Company’s external and internal auditors attend every meeting of the Audit Committee. The Internal Auditor provides a formal written report to the Audit Committee semi-annually, and both the external and internal auditors meet with the Committee without management present on a regular basis. The Audit Committee receives regular reports on internal controls on financial reporting at every meeting. The Audit Committee reviews the plan to mitigate any significant business interruption due to technology malfunction or physical loss.

(g) developing the issuer’s approach to corporate The Human Resources & Corporate Governance Committee is responsible governance, including developing a set of for recommending to the Board the Company’s approach to corporate corporate governance principles and guidelines that governance. The Committee reviews and approves this disclosure circular, are specifically applicable to the issuer. and is responsible for the oversight of the Company’s key governance policies, including the Code of Conduct, and the other policies referred to throughout this circular.

The written mandate of the board should also set out:

(i) measures for receiving feedback from Stakeholders can contact the Board of Directors through the Corporate stakeholders (e.g. the board may wish to establish a Secretary’s office. A statement to this effect can be found on the Investor process to permit stakeholders to directly contact Relations Section of the High Liner’s Website, with contact information. the independent directors), and

(ii) expectations and responsibilities of directors, The expectations and responsibilities of the directors are outlined in the including basic duties and responsibilities with Board Charter summarized on page 52, and can be found on High Liner’s respect to attendance at board meetings and Website under the Investor Relations Corporate Governance Section. The advance review of meeting materials. Company does not have a majority voting policy in respect of director votes registered as withhold on a proxy as such policy is not currently regarded as relevant given the control groups in the Company’s shareholdings.

POSITION DESCRIPTIONS

3.5 The board should develop clear position The Board of Directors has adopted a position description for directors, and descriptions for the chair of the board and the chair it is available on our website under the Corporate Governance section. The of each board committee. In addition, the board, position description includes a description of basic duties and together with the CEO, should develop a clear responsibilities and requires regular attendance at board and committee position description for the CEO, which includes meetings, attendance at the annual meeting of Shareholders, and service on delineating management’s responsibilities. The at least one board committee. Directors are also required, among other board should also develop or approve the corporate things to: “Stay informed and keep abreast of the business affairs and goals and objectives that the CEO is responsible for developments of the Company.” meeting.

The Board developed a position description for the Board Chairman and for Chairs of Standing Committees. The position descriptions are posted on High Liner’s website in the Investor Relations section. The Committee approved a position description for the Chief Executive Officer, and reviews it from time to time. It is also available on the website. The Board of Directors annually reviews and approves the corporate goals and objectives, and through the Human Resources & Corporate Governance Committee specifically approves the CEO’s performance targets and incentive plan. More details on executive performance measurement and compensation are included commencing at page 14 of this Circular.

ORIENTATION AND CONTINUING EDUCATION

3.6 The board should ensure that all new The Company has developed a comprehensive Directors’ Manual and directors receive a comprehensive orientation. All every director receives a copy. The Manual is regularly updated. It new directors should fully understand the role of includes a detailed description of the Company and its operations, the board and committee charters, the most recent annual disclosure the board and its committees, as well as the documents, the Company’s bylaws, and corporate policies. Upon contribution individual directors are expected to appointment to the Board, management reviews the Manual’s content with make (including, in particular, the commitment of the director, and provides education on the Company’s internal reporting time and resources that the issuer expects from its and transaction approval policies. The Directors tour the Company’s directors). All new directors should also various facilities from time to time. Executive management also makes understand the nature and operation of the issuer’s regular presentations to the Board on the main areas of the Company’s business. business

3.7 The board should provide continuing Various corporate officers provide regular updates to the directors on education opportunities for all directors, so that subjects of importance. For example, the Corporate Controller, a chartered individuals may maintain or enhance their skills accountant, provides a regular quarterly update on financial reporting and abilities as directors, as well as to ensure their developments and the Secretary provides regular updates on regulatory and knowledge and understanding of the issuer’s business remains current. legal developments that could affect the Company. The Company provides the Board of Directors with regular business and industry updates. From time to time, presentations from external consultants or experts are made available.

CODE OF BUSINESS CONDUCT AND ETHICS

3.8 The board should adopt a written code of The Board of Directors has adopted a Code of Conduct applicable to business conduct and ethics (a code). The code directors, officers and employees of the issuer. The Code of Conduct is

should be applicable to directors, officers and available at www.highlinerfoods.com and has been filed on SEDAR at employees of the issuer. The code should www.sedar.com. constitute written standards that are reasonably designed to promote integrity and to deter wrongdoing. In particular, it should address the following issues: conflicts of interest, including transactions and The Code addresses conflicts of interest, protection of corporate assets and agreements in respect of which a director or opportunities, confidentiality, fair dealing with security holders, customers, executive officer has a material interest; protection suppliers, competitors and employees, compliance with laws, rules and and proper use of corporate assets and regulations, and reporting of any illegal or unethical behaviour. The opportunities; confidentiality of corporate Secretary solicits information from directors annually through a information; fair dealing with the issuer’s security comprehensive questionnaire in order to determine whether there are any holders, customers, suppliers, competitors and transactions or agreements in respect of which a director may have a employees; compliance with laws, rules and material interest. Directors are expected to declare any such interest as a regulations; and reporting of any illegal or matter of course. unethical behavior. Directors have the right to retain independent advice, subject to the approval of the Audit Committee.

The Code includes information to access a Compliance Reporting Line, an externally managed toll free telephone service for the reporting of matters that may constitute a violation of the Code. Anonymity is an option for users of the reporting service.

3.9 The board should be responsible for The Board of Directors is responsible for monitoring compliance with High monitoring compliance with the code. Any Liner’s Code of Conduct. On an annual basis, the Director of Internal Audit waivers from the code that are granted for the and the Vice President of Human Resources, report to the Board with benefit of the issuer’s directors or executive respect to compliance performance. The Code is communicated to officers should be granted by the board (or a board employees through an Intranet, and in the form of training on various committee) only. subject areas in the Code. Since introducing the Code early in 2005, no incidents have been reported that could constitute a violation of the Code. No director or employee has asked for a waiver from the Code.

NOMINATION OF DIRECTORS

3.10 The board should appoint a nominating The Human Resources and Corporate Governance Committee is the committee composed entirely of independent nominating committee and proposes nominees to the Board annually. All directors. members of the Committee, except for Mr. Covelluzzi, are independent.

3.11 The nominating committee should have a The Human Resources and Corporate Governance Committee has a written written charter that clearly establishes the charter, available at www.highlinerfoods.com, and summarized at page 49. committee’s purpose, responsibilities, member The charter sets out the specific accountabilities of the Committee, which qualifications, member appointment and removal, cover the matters addressed by this Guideline. structure and operations (including any authority to delegate to individual members and The Committee is permitted to retain outside advisors in order to carry out subcommittees), and manner of reporting to the its duties, and does so from time to time. board. In addition, the nominating committee should be given authority to engage and compensate any outside advisor that it determines to be necessary to permit it to carry out its duties. If an issuer is legally required by contract or otherwise to provide third parties with the right to

nominate directors, the selection and nomination of those directors need not involve the approval of an independent nominating committee.

3.12 Prior to nominating or appointing In 2003, the Committee adopted Director Selection Criteria, which require individuals as directors, the board should adopt a directors to possess core competencies in at least one area of strategic process involving the following steps: importance to the Company, a commitment to the Company and its Shareholders through willingness to devote the time and resources required (A) Consider what competencies and skills to serve, ownership of at least 5,000 Shares of the Company, and key the board, as a whole, should possess. In doing so, personal attributes, including integrity, leadership, and demonstrated the board should recognize that the particular accomplishments. The Criteria are available at www.highlinerfoods.com. competencies and skills required for one issuer may not be the same as those required for another.

(B) Assess what competencies and skills This Committee is also responsible for the ongoing assessment of directors. each existing director possesses. It is unlikely that In 2012, the Committee conducted a board effectiveness survey, and asked any one director will have all the competencies and directors to participate in a self-assessment process. The Committee skills required by the board. Instead, the board concluded that the composition of the Board is appropriate, as there is an should be considered as a group, with each adequate cross-section of backgrounds, experiences and talents to ensure individual making his or her own contribution. effective oversight. Attention should also be paid to the personality and other qualities of each director, as these may ultimately determine the boardroom dynamic.

The board should also consider the appropriate size The Human Resources and Corporate Governance Committee reviews the of the board, with a view to facilitating effective composition and size of the board once a year. Including the CEO, the decision-making. board is currently composed of 13 members, reducing to 11 members at the time of the Annual Meeting. This complement is not too large to impede In carrying out each of these functions, the board effective decision-making, and is large enough to ensure the board is should consider the advice and input of the strengthened by a diversity of skills and experience and can adequately nominating committee. staff committees without asking any individual director to assume an unreasonable workload.

3.13 The nominating committee should be The Charter of the Human Resources and Corporate Governance responsible for identifying individuals qualified to Committee states: “The committee will search for and make proposals to become new board members and recommending to the board for new nominees to the board.” the board the new director nominees for the next annual meeting of Shareholders.

3.14 In making its recommendations, the Early in each year, the Nominating Committee considers recommendations nominating committee should consider: for board appointment for the upcoming year.

(a) the competencies and skills that the board considers to be necessary for the board, as a whole, to possess: (b) the competencies and skills that the board considers each existing director to possess; and (c) the competencies and skills each new nominee will bring to the boardroom.

The nominating committee should also consider whether or not each new nominee can devote sufficient time and resources to his or her duties as a board member.

COMPENSATION

3.15 The board should appoint a The Human Resources & Corporate Governance Committee serves as the compensation committee composed entirely of compensation committee. All members of the Committee, except for Mr. independent directors. Covelluzzi, are independent.

3.16 The compensation committee should The Charter for the Human Resources & Corporate Governance Committee have a written charter that establishes the provides for all of the matters addressed by this Guideline, and is available committee’s purpose, responsibilities, member at www.highlinerfoods.com. It is also summarized on page 49. qualifications, member appointment and removal, structure and operations (including any authority to delegate to individual members or subcommittees), and the manner of reporting to the board. In addition, the compensation committee should be given authority to engage and compensate any outside advisor that it determines to be necessary to permit it to carry out its duties.

3.17 The compensation committee should be The Human Resources & Corporate Governance Committee Charter states: responsible for: The Committee will: 1. Approve all compensation and benefit arrangements relating to executive (a) reviewing and approving corporate goals and management if outside normal Company policies. objectives relevant to CEO compensation, 2. Review market surveys relating to Chief Executive Officer’s evaluating the CEO’s performance in light of those compensation and approve any increases in the Chief Executive Officer’s corporate goals and objectives, and determining (or salary. making recommendations to the board with respect 3. Review and approve bonus or incentive programs in place for the to) the CEO’s compensation level based on this executive management. evaluation; The Committee reviews the performance of the CEO on an annual basis (b) making recommendations to the board with against previously approved objectives, disclosed in detail commencing at respect to non-CEO officer and director page 14 of this Circular. compensation, incentive-compensation plans and equity-based plans; and

(c) reviewing executive compensation disclosure The Committee reviews executive compensation disclosure before High before the issuer publicly discloses this Liner publicly discloses this information. information.

REGULAR BOARD ASSESSMENTS

3.18 The board, its committees and each The Human Resources and Corporate Governance Committee evaluates the individual director should be regularly assessed effectiveness of the board and individual directors. The Committee also regarding his, her or its effectiveness and regularly reviews Committee mandates to ensure that all areas of board contribution. An assessment should consider in the responsibility are fulfilled. Current standing committees of the Board and case of the board or a board committee, its mandate their purposes and activities are described below. The Committee uses a or charter, and in the case of an individual director, board effectiveness survey to obtain feedback from directors on the the applicable position description(s), as well as the effectiveness of the board. The survey assesses the adequacy of competencies and skills each director is expected to information given to directors, communication with management, and bring to the board. board structure and composition. The survey is conducted regularly and was last repeated in 2012. Since its introduction in 2000, several measures to ensure board effectiveness have been introduced; including a Meeting dedicated to strategic planning. As well, annual work plans for each Committee were developed based on the mandates to ensure that all

required tasks are completed during the annual cycle.

The Committee also uses a director self-assessment survey to assess individual director performance. It approved a position description for directors, and uses the description, the Director Selection Criteria and the survey feedback to ensure the board is properly constituted to fulfill its responsibilities.

CHARTER OF THE BOARD OF DIRECTORS

The Board Charter is attached as Schedule A to this Circular.

BOARD COMMITTEES AND 2012 ACTIVITIES

Committee Mandate 2012 Activities Executive Committee The Executive Committee serves in an The Committee did not meet in 2012. advisory capacity to management, and during intervals between board meetings, the board may authorize the Committee to conclude previously authorized transactions in appropriate circumstances. The Committee consists of 5 members. Mr. Hennigar serves as Chairman, and Mr. Demone, the Chief Executive Officer, is on the Committee. Audit Committee The Audit Committee must consist of at The committee: least four outside directors, a majority of • Met 5 times; whom are unrelated. Its principal duties are to: • Invited the external auditors to every meeting and met with the auditor • Ensure that appropriate internal without management present at all of its financial controls are in place; Meeting; • Review and approve changes in • Invited the Internal Auditor to every accounting policies; meeting and met with the Internal • Meet with external auditors and with Auditor without management present at the internal auditor to discuss the three of its Meeting; Company’s system of internal control • Reviewed and approved amendments and annual and quarterly financial to the Audit Committee Charter; statements; • Oversaw and monitored management’s • Review and recommend to the Board focus on inventory management; the appointment of auditors, after assessing their independence from • Considered updates to financial management; reporting developments at every meeting; • Consider and approve requests from individual directors to retain independent • Reviewed regulatory developments advisors; and with respect to audit committees, auditor oversight, and certification and • Review the Company’s risk disclosure; and management policies. • Reviewed the Company’s risk profile Pre approved all non-audit fees for and received reports on the Company’s projects undertaken by the auditors risk management policies and strategies, including its disaster recovery program. Human Resources & Corporate The Human Resources & Corporate The committee: Governance Committee Governance Committee must consist of • Met 3 times; at least four outside directors, a majority of whom are unrelated. • Approved 2012 short term incentive plan targets and 2011 incentive • Reviews and approves all

compensation plans related to the CEO, payments; Named Executive Officers, and • With the assistance of a pension directors; governance checklist, confirmed that the • Reviews and approves all changes to company’s pension plans are the Company’s stock based administered in accordance with compensation plans and the granting of applicable laws; options; • Reviewed corporate governance • Reviews and approves any material developments and adopted the new changes to pension plans or changes that requirements in reporting as per form affect senior management pensions; 51-102F6; • Oversees administration and • Reviewed the performance of the CEO investment strategy related to pension and executive management team; plans and plan assets; • Reviewed the performance of pension • Reviews corporate governance issues investment managers on a quarterly on a regular basis to ensure the Company basis; complies with the Guidelines, and with • Reviewed a report from the Company’s all applicable laws; Privacy Officer; • Determines suitable director nominees; • Reviewed regular reports from chairs • Reviews mandates for all committees of corporate environmental and safety of the board; management steering committees; • Reviews and approves this Circular; • Reviewed the long term incentive • Develops and implements a process for plan; and assessing board effectiveness and • Reviewed Director’s compensation. individual director performance; • Reviews and monitors compliance with the Code of Conduct, Confidentiality and Employee Trading Policy; • Reviews and reports to the Board on the Company’s compliance with all environmental and occupational health and safety laws in areas where the Company carries on business; • Reviews at least annually the Company’s Environmental Management Policy and the Occupational Health and Safety Policy and approves any changes to such policies; • Reviews management’s action plans to deal with environmental and occupational health and safety management; and • Monitors management’s progress in rectifying any situations identified as potential risks.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on the System for Electronic Document Analysis and Retrieval (SEDAR) internet website at www.sedar.com.

If you would like to obtain a copy of any of the following documents:

a) the latest Annual Information Form of the Company together with any document, or the pertinent pages of any document, incorporated by reference therein;

b) the comparative financial statements of the Company for the financial year ended December 29, 2012, together with the accompanying report of the auditors thereon and any interim financial statements of the Company for periods subsequent to December 29, 2012; and

c) this Circular,

please send your request to:

High Liner Foods Incorporated E-mail: [email protected] Secretary P.O. Box 910 100 Battery Point Lunenburg, NS B0J 2C0 Fax: 902-634-6228 Tel: 902-634-8811 or visit our website at: www.highlinerfoods.com.

BOARD OF DIRECTORS APPROVAL

Except as otherwise indicated; all the information contained in this Circular is given as of March 18, 2013. The Directors of the Company have approved the contents and the sending of this Management Information Circular.

Timothy Rorabeck Vice President, Corporate Affairs and General Counsel and Secretary

SCHEDULE A - CHARTER OF THE BOARD OF DIRECTORS

HIGH LINER FOODS INCORPORATED

This Board Charter reflects consideration of the Memorandum and Articles of Association of High Liner Foods Incorporated, the Companies Act of Nova Scotia and other legislation, laws and listing requirements applicable to the operation and governance of the Company.

1. STATEMENT OF POLICY

The Board of Directors of High Liner Foods Incorporated (the “Company”) is elected by Shareholders to oversee the management of the business and affairs of the Company. The Board of Directors is the steward of the Company, and must ensure the viability of the Company and see that it is managed in the interest of the Shareholders as a whole. The Board of Directors advises the Chief Executive Officer and other senior managers of the Company’s business and affairs.

2. COMPOSITION AND ORGANIZATION OF THE BOARD

(A) SIZE OF THE BOARD Unless otherwise determined by the Shareholders of the Company in general meeting, the number of Directors shall not be less than two or more than seventeen.

(B) QUALIFICATION OF DIRECTORS A Director must hold at least one voting share in the

Company and must acquire such Share within three months of appointment, unless extended due to a black out period under applicable disclosure policies. To align the interests of Directors with Shareholders, Directors are further required to hold at least 5,000 voting shares of the Company within a reasonable period of time following appointment.

(C) SELECTION OF MEMBERS The Human Resources and Corporate Governance Committee of the Board acts as the Nominating Committee for appointments to the Board. This Committee maintains an overview of the ideal size of the Board, the need for recruitment and the expected experience of new candidates. It shall review and recommend to the Board the candidates for nomination as Directors, based on the Director Selection Criteria adopted by the Company. The Board shall approve the final choice of candidates for nomination and election by the Shareholders.

(D) INDEPENDENCE A majority of the Board shall be composed of Directors who are determined by the Board to be unrelated and independent under the laws, regulations and listing requirements to which the Company is subject from time to time.

(E) CHAIRMAN The Board shall appoint its Chairman from among the Company’s Directors. The Chairman shall not be a member of Company management.

(F) TERM OF APPOINTMENT The Shareholders at every annual general meeting elect the Directors.

The term of each Director expires at the close of the annual general meeting following that at which he or she was elected.

3. MEETINGS OF THE BOARD

(A) BOARD AGENDA The Chairman of the Board, in consultation with the appropriate members of Management, develops the agenda for Board Meeting.

(B) BOARD MATERIAL DISTRIBUTION Information and materials that are important to the Board’s understanding of the agenda items and enable the Board’s stewardship responsibilities shall be distributed in advance of every meeting of the Board. Management of the Company will deliver information on the business, operations and finances of the Company to the Board on a monthly basis and on an as-required basis. Minutes of all committees of the Board shall be circulated to all directors once the minutes have been approved.

(C) BOARD MEETING FREQUENCY AND SCHEDULE A minimum of five regularly scheduled Board Meetings shall be held each year. Additional Meeting may be held when required. The Chairman of the Board, in consultation with the Directors and Management, will set the frequency and length of Board Meeting. Board members may participate in additional Meeting by means of telephone conference calls or similar communications equipment.

(D) MANAGEMENT AT MEETING AND IN-CAMERA MEETING Management participates in Meeting and makes presentations to allow Directors to gain additional understanding and insight into the Company’s businesses, and to assist the Directors in evaluating the competencies of Management. However, every meeting of the Board shall be followed by an in-camera session at which no executive Directors or other members of Management are present, to ensure free and open discussion and communication among the non-executive Directors.

4. DUTIES AND RESPONSIBILITIES OF THE BOARD

In addition to its statutory responsibilities, the Board of Directors has the following duties and responsibilities, which it may choose to delegate to a Committee:

(a) With the objective of delivering superior returns to Shareholders, adopting a strategic planning process, and thereafter reviewing and approving the overall business strategy for the Company developed at first by Management;

(b) Identifying the principal risks of the Company’s business and ensuring the implementation of appropriate systems to manage these risks;

(c) Appointing the Company’s President and Chief Executive Officer, developing his or her position description and ensuring succession preparedness;

(d) Reviewing and approving at least on an annual basis the corporate objectives which the Chief Executive Officer shall be responsible for meeting;

(e) Ensuring that appropriate structures and procedures are in place so that the Board and its committees can function independently of Management;

(f) Providing a source of advice and counsel to Management on critical and sensitive problems or issues;

(g) Reviewing and approving key policy statements developed by Management on various issues such as ethics, compliance, communications, environment and safety, and public disclosures;

(h) Ensuring that its expectations of Management are understood, that the appropriate matters come before the Board and that the Board is kept informed of Shareholder perspectives;

(i) Ensuring that members of senior Management are competent to perform their roles, that their performance is continually evaluated, and that planning for their succession is ongoing;

(j) Conducting an annual review of Board practices and Board and Committee performance (including Directors’ individual contributions);

(k) Reviewing the adequacy and form of the compensation of non-executive Directors and ensuring their compensation adequately reflects the responsibilities and risks involved in being an effective Director;

(l) Evaluating the performance and compensation of the President and Chief Executive Officer and ensuring that such compensation is competitive and measured according to benchmarks which reward contribution to Shareholder value;

(m) Selecting nominees for election of Directors;

(n) Selecting the Chairman of the Board;

(o) Ensuring that new Directors are provided with adequate education and orientation facilities;

(p) Developing and reviewing from time to time position descriptions for the Board;

(q) Overseeing the quality and integrity of the Company’s accounting and financial reporting systems, disclosure controls, and procedures and internal controls;

(r) Approving projects and expenditures or dispositions of a certain threshold, in accordance with the Company’s Transaction Approval Policy;

(s) Discussing and developing the Company’s approach to corporate governance in general.

5. BOARD COMMITTEES

(A) NUMBER, STRUCTURE AND JURISDICTION OF COMMITTEES The Board delegates certain function to Committees, each of which has a written charter. There are three Committees of the Board: the Executive Committee, the Human Resources & Corporate Governance Committee, and the Audit Committee. The Executive Committee is mandated to act on certain matters delegated by the Board or in necessary circumstances where it is impracticable to convene the full Board. The Human Resources & Corporate Governance Committee has assumed all of the duties of the former Environment and Safety Committee. The roles and responsibilities of each Committee are described in the respective Committee charters.

(B) INDEPENDENT COMMITTEE MEMBERS Members of the Audit Committee and the Human Resources & Corporate Governance Committee shall each be unrelated and independent under the laws,

regulations and listing requirements to which the Company is subject. The Human Resources & Corporate Governance Committee shall review and recommend the memberships and mandates of the various Committees to the Board.

(C) COMMITTEE AGENDA The Chairman of each Committee, in consultation with the appropriate members of Management, develops the agenda for Committee Meeting.

(D) COMMITTEE REPORTS TO THE BOARD At the next Board meeting following each meeting of a Committee, the Committee Chairmen report to the Board on the Committee’s activities. Minutes of Committee Meeting are provided to all Directors.

(E) ASSIGNMENT AND ROTATION OF COMMITTEE MEMBERS The Chairman of the Board has responsibility for the assignment and rotation of Committee Members. Rotation is not required, but changes should be considered occasionally to accommodate the Board’s requirements and individual interests and skills.

6. ADMINISTRATIVE MATTERS

(A) BOARD PERFORMANCE ASSESSMENT The Board will ensure that regular formal assessment of the Board, its Committees and the individual Directors are carried out in order to enhance their performance.

(B) BOARD COMPENSATION The Human Resources & Corporate Governance Committee of the Board regularly reviews and makes recommendations on Director compensation, based on external market surveys and benchmark data. The Board must formally approve any proposed change to the compensation of Directors.

(C) BOARD CONFIDENTIALITY Directors will maintain the absolute confidentiality of the deliberations and decisions of the Board of Directors and information received at Meeting, except as may be specified by the Chairman or if the Company publicly discloses the information.

(D) BOARD VISITS Visits by the Directors are made to the Company’s plants and business locations in different parts of North America to meet local personnel and to gain insight into the Company’s business and operations.

(E) ORIENTATION AND INFORMATION The Company’s Corporate Secretary prepares a Directors’ Manual containing information on the Company, its policies, and Director responsibilities and liabilities, which is updated as necessary. Detailed current information on the Company, its businesses, operations and finances, are sent on a monthly basis to the Directors. Particularly important items and information requiring urgent attention is conveyed immediately. In addition, new Directors spend time with members of executive management, including those involved in the Company’s business operations, so that they can become rapidly familiar with the Company, its issues, businesses and operations. Care is taken to ensure that new Directors understand the roles and responsibilities of the Board and its Committees, as well as the commitment level that the Company expects of its Directors.

7. RESOURCES AND AUTHORITY OF THE BOARD

The Board shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to retain counsel or other experts, as it deems appropriate, without seeking the approval of Management. Individual directors may retain independent counsel or advice on the approval of the Audit Committee.

SCHEDULE B – SHAREHOLDER RIGHTS PLAN AGREEMENT

SHAREHOLDER RIGHTS PLAN AGREEMENT

HIGH LINER FOODS INCORPORATED

- and -

CIBC MELLON TRUST COMPANY

Stewart McKelvey

July 23, 2010

TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 1.1 CERTAIN DEFINITIONS ...... 61 1.2 CURRENCY ...... 71 1.3 HEADINGS ...... 71 1.4 ACTING JOINTLY AND IN CONCERT ...... 72 1.5 NUMBER AND GENDER...... 72 1.6 STATUTORY REFERENCES...... 72 ARTICLE 2 THE RIGHTS 2.1 ISSUANCE AND EVIDENCE OF RIGHTS ...... 72 2.2 INITIAL EXERCISE PRICE; EXERCISE OF RIGHTS; DETACHMENT OF RIGHTS ...... 73 2.3 ADJUSTMENTS TO EXERCISE PRICE; NUMBER OF RIGHTS ...... 76 2.4 DATE ON WHICH EXERCISE IS EFFECTIVE ...... 80 2.5 EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF RIGHTS CERTIFICATES ...... 80 2.6 REGISTRATION, TRANSFER AND EXCHANGE ...... 81 2.7 MUTILATED, DESTROYED, LOST AND STOLEN RIGHTS CERTIFICATES ...... 81 2.8 PERSONS DEEMED OWNERS ...... 82 2.9 DELIVERY AND CANCELLATION OF CERTIFICATES ...... 82 2.10 AGREEMENT OF RIGHTS HOLDERS ...... 82 2.11 RIGHTS CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER ...... 83 2.12 GLOBAL SHARE CERTIFICATE AND BOOK ENTRY SYSTEM ...... 84 ARTICLE 3 ADJUSTMENTS TO THE RIGHTS 3.1 FLIP-IN EVENT ...... 84 ARTICLE 4 THE RIGHTS AGENT 4.1 GENERAL ...... 86 4.2 MERGER OR AMALGAMATION OR CHANGE OF NAME OF RIGHTS AGENT ...... 86 4.3 DUTIES OF RIGHTS AGENT ...... 87 4.4 CHANGE OF RIGHTS AGENT ...... 88 ARTICLE 5 MISCELLANEOUS 5.1 REDEMPTION AND WAIVER ...... 89 5.2 EXPIRATION ...... 91 5.3 ISSUANCE OF NEW RIGHTS CERTIFICATES ...... 91 5.4 SUPPLEMENTS AND AMENDMENTS ...... 91 5.5 FRACTIONAL RIGHTS AND FRACTIONAL SHARES ...... 92 5.6 RIGHTS OF ACTION ...... 93 5.7 REGULATORY APPROVALS ...... 93 5.8 NOTICE OF PROPOSED ACTIONS ...... 93 5.9 NOTICES ...... 93 5.10 DECLARATION AS TO NON-CANADIAN HOLDERS ...... 95 5.11 COSTS OF ENFORCEMENT ...... 95 5.12 SUCCESSORS ...... 95 5.13 BENEFITS OF THIS AGREEMENT ...... 95 5.14 GOVERNING LAW ...... 95 5.15 SEVERABILITY ...... 96 5.16 EFFECTIVE DATE AND EXPIRATION TIME ...... 96

5.17 RECONFIRMATION ...... 96 5.18 DETERMINATION AND ACTIONS BY THE BOARD OF DIRECTORS ...... 96 5.19 TIME OF THE ESSENCE ...... 96 5.20 EXECUTION IN COUNTERPARTS ...... 97 5.21 LANGUAGE ...... 97

SHAREHOLDER RIGHTS PLAN AGREEMENT

SHAREHOLDER RIGHTS PLAN OF AGREEMENT, dated as of July 23, 2010, between High Liner Foods Incorporated, a company amalgamated under the laws of Nova Scotia (the "Company") and CIBC Mellon Trust Company, a trust company existing under the laws of Canada (the "Rights Agent", which term shall include any successor Rights Agent hereunder);

WHEREAS in order to maximize shareholder value, the board of directors of the Company has determined that it is advisable for the Company to adopt a shareholder rights plan respecting the Company (the "Rights Plan");

AND WHEREAS in order to implement the Rights Plan, the board of directors of the Company has:

(a) authorized effective as at the Effective Time (as hereinafter defined) on the Effective Date (as hereinafter defined) the issuance of one Right (as hereinafter defined) in respect of each Share (as hereinafter defined) outstanding at the Record Time (as hereinafter defined), and

(b) authorized the issuance of one Right in respect of each Share issued after the Record Time and prior to the earlier of the Separation Time (as hereinafter defined) and the Expiration Time (as hereinafter defined);

AND WHEREAS each Right entitles the holder thereof, after the Separation Time, to purchase securities of the Company pursuant to the terms and subject to the conditions set forth herein;

AND WHEREAS the Company desires to appoint the Rights Agent to act on behalf of the Company and the holders of Rights, and the Rights Agent is willing to so act, in connection with the issuance, transfer, exchange and replacement of Rights Certificates (as hereinafter defined), the exercise of Rights and other matters referred to herein;

AND WHEREAS the shareholders of the Company shall ratify and confirm this Rights Plan at a meeting of the shareholders as set forth herein;

AND WHEREAS this Rights Plan shall remain in place for the period specified herein, subject to the Rights Plan being ratified and confirmed by the shareholders of the Company as herein provided and thereafter reconfirmed by the shareholders of the Company every three years in the manner set forth herein;

NOW THEREFORE, in consideration of the premises and the respective covenants and agreements set forth herein, the parties hereby agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Certain Definitions

For purposes of this Agreement, the following terms have the meanings indicated:

(a) "Acquiring Person" shall mean any Person who is the Beneficial Owner of 20% or more of the outstanding Common Shares; provided, however, that the term "Acquiring Person" shall not include:

(i) the Company or any Subsidiary of the Company;

(ii) any Person who becomes the Beneficial Owner of 20% or more of the outstanding Common Shares as a result of one or any combination of (A) a Common Share Reduction; (B) a Permitted Bid Acquisition; (C) an Exempt Acquisition; or (D) a Permissible Acquisition; provided, however, that if a Person becomes the Beneficial Owner of 20% or more of the outstanding Common Shares by reason of one or any combination of the operation of Clauses (A), (B), (C) or (D) above and such Person's Beneficial Ownership of Common Shares thereafter increases by more than 1% of the number of Common Shares outstanding (other than pursuant to one or any combination of a Common Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition or a Permissible Acquisition), then as of the date such Person becomes the Beneficial Owner of such additional Common Shares, such Person shall become an "Acquiring Person"; or

(iii) an underwriter or member of a banking or selling group for the Company that becomes the Beneficial Owner of 20% or more of the Common Shares in connection with a distribution of securities by the Company;

(b) "Affiliate" when used to indicate a relationship with a company, means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such company;

(c) "Agreement" shall mean this shareholder rights plan agreement dated as of July 23, 2010, between the Company and the Rights Agent, as amended or supplemented from time to time; "hereof", "herein", "hereto" and similar expressions mean and refer to this Agreement as a whole and not to any particular part of this Agreement;

(d) "Associate" when used to indicate a relationship with a specified Person, means any relative of such specified Person who has the same home as such specified Person, or any person to whom such specified Person is married, or any person with whom such specified Person is living in a conjugal relationship outside marriage, or any relative of such spouse or other person who has the same home as such specified Person;

(e) A Person shall be deemed the "Beneficial Owner" of, and to have "Beneficial Ownership" of, and to "Beneficially Own":

(i) any securities of which such Person or any of such Person's Affiliates or Associates is the owner at law or in equity; (ii) any securities which such Person or any of such Person's Affiliates or Associates has the right to acquire (where such right is exercisable within a period of 60 days, whether or not on condition or the happening of any contingency or the making of any payment) upon the exercise, conversion or exchange of any Convertible Securities or pursuant to any agreement, arrangement, pledge or understanding whether or not in writing (other than (x) the customary agreements with and between underwriters and banking or selling group members with respect to a distribution of securities and (y) pledges of securities in the ordinary course of the pledgee's business); or

(iii) any securities which are Beneficially Owned within the meaning of Clauses 1.1 (e)(i) and (ii) by any other Person with whom such Person is acting jointly or in concert; provided, however, that a Person shall not be deemed the "Beneficial Owner" or to have "Beneficial Ownership" of, or to "Beneficially Own", any security:

A. because such security has been deposited or tendered pursuant to a Take- over Bid made by such Person or any of such Person's Affiliates or Associates or any other person acting jointly or in concert with such Person until the earlier of such deposited or tendered security being (1) accepted unconditionally for payment or exchange and (2) taken up and paid for;

B. if (1) the ordinary business of such Person (the "Investment Manager") includes the management of investment funds for others and the Investment Manager holds such security in the ordinary course of managing such funds for the account of any other Person, including non-discretionary accounts held on behalf of a client by a broker or dealer registered under applicable law, or (2) such person is (A) the manager or trustee (the "Fund Manager") of a mutual fund (a "Mutual Fund") that is registered or qualified to issue its securities to investors under the securities laws of any province of Canada or the securities laws of the United States and such security is held in the ordinary course of business in the performance of the Fund Manager's duties with respect to the Mutual Fund, or (B) a Mutual Fund, or (3) such Person (the "Trust Company") is licensed to carry on the business of a trust company under applicable laws and, as such, acts as trustee or administrator or in a similar capacity in relation to the estates of deceased or incompetent Persons or in relation to other accounts and is acting in the ordinary course of such duties for the estate of such deceased or incompetent Person or for such other accounts or (4) such Person (the "Plan Trustee") is the administrator or trustee of one or more pension funds or plans (each, a "Plan") registered under applicable laws or is a Plan and holds such security for the purposes of its activity as such, or (5) such Person is established by statute for purposes that include, and the ordinary business or activity of such Person (the "Statutory Body") includes, the management of investment funds for employee benefit plans, pension plans, insurance plans (other than plans administered by

insurance companies) or various public bodies or (6) such Person is a Crown agent or agency; provided, in any of the above cases, that the Investment Manager, the Fund Manager, the Mutual Fund, the Trust Company, the Plan Trustee, the Plan, the Statutory Body or the Crown agent or agency, as the case may be, is not making and has not announced a current intention to make a Take-over Bid, other than an Offer to Acquire Common Shares or other securities pursuant to a distribution by the Company or by means of ordinary market transactions (including prearranged trades entered into in the ordinary course of business of such Person) executed through the facilities of a stock exchange or organized over-the-counter market, alone or acting jointly or in concert with any other Person;

C. because such Person is a client of the same Investment Manager as another Person on whose account the Investment Manager holds such security or where such Person is an account of the same Trust Company as another Person on whose account the Trust Company holds such security, or because such Person is a pension fund or plan and has a Plan Trustee who is also a Plan Trustee for another pension fund or plan on whose account the Plan Trustee holds such security;

D. because such Person is (1) a client of an Investment Manager and such security is owned at law or in equity by the Investment Manager, or (2) an account of a Trust Company and such security is owned at law or in equity by the Trust Company, or (3) a pension fund or plan and such security is owned at law or in equity by the Plan Trustee; or

E. because such Person is the registered holder of securities as a result of carrying on the business of or acting as a nominee of a securities depositary agency.

For purposes of this Agreement, the percentage of outstanding Common Shares Beneficially Owned by any Person shall be deemed to be the product determined by the formula:

100 x A/B

Where:

A = the number of votes for the election of all Directors generally attaching to the Common Shares Beneficially Owned by such Person; and

B = the number of votes for the election of all Directors generally attaching to all outstanding Common Shares.

For the purposes of the foregoing formula, where any person is deemed to Beneficially Own unissued Common Shares which may be acquired pursuant to Convertible Securities, such Common Shares shall be deemed to be outstanding for the purpose of calculating the percentage of Common Shares Beneficially Owned by such Person in both the numerator and the denominator,

but no other unissued Common Shares which may be acquired pursuant to any other outstanding Convertible Securities shall, for the purposes of that calculation, be deemed to be outstanding;

(f) "Board of Directors" means the board of directors of the Company or any duly constituted and empowered committee thereof;

(g) "Business Day" shall mean any day other than a Saturday, Sunday or a day on which banking institutions in Halifax, Nova Scotia are authorized or obligated by law to close or a day that is treated as a holiday at the Company's principal executive office in Lunenburg, Nova Scotia;

(h) "Canadian Dollar Equivalent" of any amount which is expressed in U.S. dollars shall mean on any day the Canadian dollar equivalent of such amount determined by reference to the Canadian-U.S. Exchange Rate on such date;

(i) "Canadian-U.S. Exchange Rate" means, on any date, the inverse of the U.S. Canadian exchange rate quoted by any Canadian chartered bank in effect on such date;

(j) "close of business" on any given date shall mean the time on such date (or, if such date is not a Business Day, the time on the next succeeding Business Day) at which the office of the transfer agent for the Common Shares in the City of Halifax (or, after the Separation Time, the office in Halifax of the Rights Agent) is closed to the public;

(k) "Common Shares" means the common shares in the capital of the Company;

(l) "Common Share Acquisition Date" shall mean the date of a public announcement (which, for purposes of this definition, shall include, without limitation, the filing of a report pursuant to the Securities Act or any other applicable securities laws) by the Company or an Acquiring Person of facts indicating that a Person has become an Acquiring Person;

(m) "Common Share Acquisition Time" shall mean the close of business on the Common Share Acquisition Date;

(n) "Common Share Reduction" means an acquisition or redemption by the Company of Common Shares which, by reducing the number of Common Shares outstanding, increases the proportionate number of Common Shares Beneficially Owned by any person to 20% or more of the Common Shares then outstanding;

(o) "Common Share Right" shall mean a right to purchase one Common Share, subject to adjustment as herein set forth, upon the terms and subject to the conditions set forth in this Agreement;

(p) "Competing Permitted Bid" shall mean a Take-over Bid that:

(i) is made after a Permitted Bid has been made and prior to the expiry of the Permitted Bid;

(ii) satisfies all components of the definition of a Permitted Bid other than the requirements set out in the Clause (ii) of that definition; and

(iii) contains an irrevocable and unqualified provision that no Common Shares, will be taken up or paid for pursuant to the Take-over Bid prior to the close of business on a date that is no earlier than the later of (1) the date on which Common Shares may be taken up under the earliest Permitted Bid that preceded the Competing Permitted Bid (determined at the date of making the Take-over Bid and assuming no amendment or variation to the terms and satisfaction of all conditions to the completion of the Permitted Bid) and (2) 35 days following the date of the Take-over Bid;

(q) "controlled" a company is "controlled" by another Person or two or more Persons acting jointly or in concert if:

(i) securities entitled to vote in the election of directors carrying more than 50% of the votes for the election of directors are held, directly or indirectly, by or for the benefit of the other Person or Persons; and

(ii) the votes carried by such securities are entitled, if exercised, to elect a majority of the board of directors of such company; and "controls", "controlling" and "under common control with" shall be interpreted accordingly;

(r) "Convertible Securities" shall mean at any time (i) any right to acquire Common Shares (other than the Rights) or (ii) any securities from time to time (other than the Rights) carrying any exercise, conversion, redemption or exchange right pursuant to which the holder thereof may acquire, or the Company may cause the holder to acquire, Common Shares or other securities carrying any exercise, conversion, redemption or exchange right pursuant to which the holder thereof may ultimately acquire, or the Company may ultimately cause the holder to acquire, Common Shares (in each case, whether or not exercisable on condition or the happening of any contingency);

(s) "Co-Rights Agents" shall have the meaning ascribed thereto in Subsection 4.1(a) hereof;

(t) "Dividend Reinvestment Plan" means a dividend reinvestment or other plan of the Company made available by the Company to holders of its securities where such plan permits the holder to direct that some or all of:

(i) dividends paid in respect of any Common Shares of the Company;

(ii) proceeds of redemption of Common Shares of the Company;

(iii) interest paid on evidences of indebtedness of the Company; or

(iv) optional cash payments; be applied to the purchase from the Company of Common Shares;

(u) "Effective Date" means July 23, 2010;

(v) "Effective Time" shall mean 5:00 p.m. (Toronto time) on the Effective Date;

(w) "Election to Exercise" shall have the meaning ascribed thereto in Subsection 2.2(d) hereof;

(x) "Exempt Acquisitions" shall mean Common Share acquisitions in respect of which the Board of Directors has waived the application of Section 3.1 hereof pursuant to the provisions of Subsections 5.1(b), 5.1(c) or 5.1(d);

(y) "Exercise Price" shall mean, as of any date, the price at which a holder may purchase the securities issuable upon exercise of one whole Right which, until adjustment thereof in accordance with the terms hereof, shall be $100.00 for each Common Share Right and each Non-Voting Equity Share Right, and $250.00 for each Series A Share Right;

(z) "Expansion Factor" shall have the meaning ascribed thereto in Subsection 2.3(a) hereof;

(aa) "Expiration Time" means the earlier of (i) the Termination Time and (ii) the close of business on the date of termination of this Agreement pursuant to Section 5.17 or, if this Agreement is reconfirmed pursuant to Section 5.17, the close of business on the seventh anniversary following the Effective Date;

(bb) "Flip-In Event" shall mean a transaction in or pursuant to which any Person becomes an Acquiring Person, provided, however, that a Flip-in Event shall be deemed to occur at the close of business on the tenth day (or such later date as the Board of Directors may determine) after the Common Share Acquisition Date;

(cc) "holder" shall have the meaning ascribed thereto in Section 2.8 hereof;

(dd) "Independent Shareholders" means holders of outstanding Common Shares, other than Common Shares Beneficially Owned by (i) any Acquiring Person; (ii) any Offeror other than a Person who at the relevant time is deemed not to Beneficially Own such Common Shares by reason of Clause 1.1 (e)(B) hereof; (iii) any Person acting jointly or in concert with such Acquiring Person or such Offeror; (iv) any Associate or Affiliate of such Acquiring Person or such Offeror; and (v) any employee benefit plan, deferred profit sharing plan and any similar plan or trust for the benefit of employees of the Company unless the beneficiaries of the plan or trust direct the manner in which the Common Shares are to be voted or withheld from voting or direct whether the Common Shares are to be tendered to a Take-over Bid;

(ee) "Market Price" per security of any securities on any date of determination shall mean the average daily closing prices per security of such securities (determined as described below) on each of the 20 consecutive Trading Days through and including the Trading Day immediately preceding such date; provided, however, that if an event of a type analogous to any of the events described in Section 2.3 shall have caused the closing price in respect of any Trading Day used to determine the Market Price not to be fully comparable with the closing price on such date of determination or, if the date of determination is not a Trading Day, on the immediately preceding Trading Day, each such closing price so used shall be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in order to make it fully comparable with the closing price on such date of determination or, if the date of determination is not a Trading Day, on the immediately preceding Trading Day. The closing price of any securities on any date shall be:

(i) the closing board lot sale price or, if such price is not available, the average of the closing bid and asked prices, for such security as reported

by the principal Canadian stock exchange (as determined by volume of trading) on which such securities are listed or admitted to trading; or

(ii) if for any reason none of such prices is available on such day or the securities are not listed or admitted to trading on a Canadian stock exchange, the last sale price or, if such price is not available, the average of the closing bid and asked prices, for such security as reported by such other securities exchange on which such securities are listed or admitted to trading, or

(iii) if for any reason none of such prices is available on such day or the securities are not listed or admitted to trading on a Canadian stock exchange or other securities exchange, the last sale price, or if no sale takes place on such day, the average of the high bid and low asked prices for each such security in the over-the-counter market, as quoted by any recognized reporting system then in use, or

(iv) if on any such date none of such prices is available or the securities are not listed or admitted to trading on a Canadian stock exchange or any other securities exchange or not quoted by any such reporting system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the securities;

provided, however, that if on any such date none of such prices is available, the closing price of such securities on such date means the fair value per security of such securities on such date as determined in good faith by a nationally or internationally recognized investment dealer or investment banker with respect to the fair value of such securities. The Market Price shall be expressed in Canadian dollars and if initially determined in respect of any day forming part of the 20 consecutive trading day in United States dollars, such amount shall be translated into Canadian dollars at the Canadian Dollar Equivalent thereof;

(ff) "Nominee" shall have the meaning ascribed thereto in Subsection 2.2(c) hereof;

(gg) "Non-Voting Equity Shares" means the Non-Voting Equity Shares in the capital of the Company;

(hh) "Non-Voting Equity Share Right" shall mean a right to purchase one Non- Voting Equity Share, subject to adjustment as herein set forth, upon the terms and subject to the conditions set forth in this Agreement;

(ii) "Offer to Acquire" shall include:

(i) an offer to purchase, or a solicitation of an offer to sell, Common Shares or Convertible Securities, and (ii) an acceptance of an offer to sell Common Shares or Convertible Securities, whether or not such offer to sell has been solicited,

or any combination thereof, and the Person accepting an offer to sell shall be deemed to be making an Offer to Acquire to the Person that made the offer to sell;

(jj) "Offeror" shall mean a Person who has announced, and has not withdrawn, a current intention to make or who is making or who has made, and has not withdrawn, a Take- over Bid;

(kk) "Offeror's Securities" shall mean Common Shares Beneficially Owned by an Offeror on the date of the Offer to Acquire;

(ll) "Permissible Acquisition" shall mean an acquisition by a Person of Common Shares and/or Convertible Securities pursuant to:

(i) a transaction completed prior to the Effective Time;

(ii) that certain Agreement of Purchase and Sale, dated as of August 24, 2007, among the Company, Fishery Products International Limited and FPI Limited, provided that such Common Shares are acquired directly from the Company;

(iii) a subscription to purchase Series Preference Shares, Series A of the Company, provided that such subscription is entered into not more than 30 days after the Effective Date;

(iv) a grant made by the Board of Directors under the Company's Common Share Option Plan and other equity incentive plans in effect from time to time;

(v) a Dividend Reinvestment Plan;

(vi) a stock dividend distribution, stock split or other event in respect of securities of the Company of one or more particular class, classes or series pursuant to which such Person becomes the Beneficial Owner of Common Shares on the same pro rata basis as all other holders of securities of the particular class, classes or series;

(vii) the acquisition or the exercise by the Person of only those rights to purchase Common Shares or Convertible Securities issued to all or substantially all the holders of Common Shares pursuant to a rights offering or pursuant to a prospectus;

(viii) a distribution by the Company of Common Shares or Convertible Securities made pursuant to a prospectus or by way of a private placement or pursuant to a stand-by commitment in connection with an issuance of rights by the Company, provided such Person does not thereby acquire a greater percentage of Common Shares or Convertible Securities so offered than the Person's percentage of Common Shares Beneficially Owned immediately prior to such acquisition; or

(ix) the exercise, conversion, redemption or exchange pursuant to their terms of any Convertible Securities which were acquired pursuant to any of Clauses (i) through (viii) above.

(mm) "Permitted Bid" shall mean a Take-over Bid made by way of a take-over bid circular which also complies with the following additional provisions:

(i) the Take-over Bid is for all Common Shares and is made to all holders of Common Shares, other than the Offeror on the same terms and for the same consideration;

(ii) the Take-over Bid contains, and the take up and payment for securities tendered or deposited is subject to, an irrevocable and unqualified provision (the "Take- Up Provision") that no Common Shares will be taken up or paid for pursuant to the Take-over Bid prior to the close of business on a date which is not less than 60 days following the date of the Take-over Bid;

(iii) the Take-over Bid contains an irrevocable and unqualified provision that all Common Shares may be deposited pursuant to the Take-over Bid at any time prior to the close of business on a date which is not less than 60 days following the date of the Take-over Bid and that all Common Shares deposited pursuant to the Take-over Bid may be withdrawn at any time prior to the close of business on such date;

(iv) unless the Take-over Bid is withdrawn, the Take-over Bid contains an irrevocable and unqualified condition that no Common Shares will be taken up or paid for pursuant to the Take-over Bid unless not less than 50% of the then outstanding Common Shares held by Independent Shareholders have been deposited or tendered to the Take-over Bid and not withdrawn at the close of business on a date which is not less than 60 days following the date of the Takeover Bid; and

(v) the Take-over Bid contains an irrevocable and unqualified provision that, should the condition referred to in Clause (iv) hereof be met, the Offeror shall make a public announcement of such fact and the Take- over Bid will be extended on the same terms for a period of not less than 10 Business Days from the date of such public announcement;

provided that any Take-over Bid that constitutes a Competing Permitted Bid shall also be deemed to be a Permitted Bid;

(nn) "Permitted Bid Acquisition" shall mean an acquisition of Common Shares made pursuant to a Permitted Bid or a Competing Permitted Bid;

(oo) "Person" shall mean an individual, body corporate, corporation, company, partnership, syndicate or other form of unincorporated association, trust, trustee, executor, administrator, legal personal representative, government and its agencies or instrumentalities, entity or group whether or not having legal personality and any of the foregoing acting in any derivative, representative or fiduciary capacity;

(pp) "Record Date" shall mean the Effective Date;

(qq) "Record Time" shall mean the Effective Time;

(rr) "Redemption Price" shall have the meaning ascribed thereto in Subsection 5.1(a) hereof;

(ss) "Right" shall mean, with respect to a Common Share, a Series A Share or a Non-Voting Equity Share, respectively, a Common Share Right, a Series A Share Right or a Non-Voting Equity Share Right, or collectively any one or more of a Common Share Right, a Series A Share Right or a Non-Voting Equity Share Right;

(tt) "Rights Certificate" shall have the meaning ascribed thereto and be substantially in the form provided in Subsection 2.2(c) hereof;

(uu) "Rights Register" shall have the meaning ascribed thereto in Clause 2.6(a) hereof;

(vv) "Rights Registrar" shall have the meaning ascribed thereto in Clause 2.6(a) hereof;

(ww) "Securities Act" shall mean the Securities Act (Nova Scotia), as amended, and the rules and regulations thereunder and any comparable or successor laws or regulations thereto;

(xx) "Separation Time" shall mean:

(i) the close of business on the tenth Trading Day after the earlier of:

A. the Common Share Acquisition Date; and

B. (1) the date of the commencement of, or first public announcement of the intent of any Person (other than the Company or any Subsidiary of the Company) to commence, a Take-over Bid (other than a Permitted Bid or a Competing Permitted Bid); provided that, in respect of a Take- Over Bid (other than a Permitted Bid or Competing Permitted Bid) that is commenced, or the intent of which is first publicly announced, prior to the Effective Time, the Separation Time shall be the close of business on the third Trading Day after the Effective Date, and (2) two days following the date upon which a Permitted Bid or Competing Permitted Bid ceases to be a Permitted Bid or Competing Permitted Bid, as the case may be; provided, however, that, if any Take-over Bid referred to in this Clause (B) of this definition expires, is cancelled, terminated or otherwise withdrawn prior to the Separation Time, such Take-over Bid shall be deemed, for the purposes of this definition, never to have been made; and

(ii) such later date or time as may be determined by the Board of Directors or any committee of the Board of Directors so designated by the Board of Directors;

(yy) "Series A Shares" means the Series Preference Shares, Series A in the capital of the Company;

(zz) "Series A Share Right" shall mean a right to purchase one Series A Share, subject to adjustment as herein set forth, upon the terms and subject to the conditions set forth in this Agreement;

(aaa) "Subsidiary" a Person shall be deemed to be a Subsidiary of another Person if:

(i) it is controlled by:

A. that other; or

B. that other and one or more Persons each of which is controlled by that other; or

C. two or more Persons each of which is controlled by that other; or

(ii) it is a Subsidiary of a Person that is that other's Subsidiary;

(bbb) "Shares" means, collectively, the Common Shares, Series A Shares and Non-Voting Equity Shares;

(ccc) "Take-over Bid" means an Offer to Acquire Common Shares or Convertible Securities, where the Common Shares subject to the Offer to Acquire, together with the Common Shares underlying the Convertible Securities subject to the Offer to Acquire, together with the Offeror's Securities, constitute in the aggregate 20% or more of the outstanding Common Shares at the date of the Offer to Acquire;

(ddd) "Termination Time" shall mean the time at which the right to exercise Rights shall terminate pursuant to Section 5.1;

(eee) "Trading Day" when used with respect to any securities, shall mean a day on which the principal Canadian securities exchange on which such securities are listed or admitted to trading is open for the transaction of business or, if the securities are not listed or admitted to trading on any Canadian securities exchange, a Business Day; and

(fff) "U.S. - Canadian Exchange Rate" means, on any date:

(i) if on such date the Bank of Canada sets an average noon spot rate of exchange for the conversion of one United States dollar into Canadian dollars, such rate, and

(ii) in any other case, the rate for such date for the conversion of one United States dollar into Canadian dollars which is calculated in the manner which shall be determined by the Board of Directors from time to time acting in good faith.

1.2 Currency

All sums of money which are referred to in this Agreement are expressed in lawful money of Canada, unless otherwise specified.

1.3 Headings

The division of this Agreement into articles, sections, clauses and subclauses and the insertion of headings, subheadings and a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.4 Acting Jointly and in Concert

For the purposes of this Agreement, a Person is acting jointly or in concert with every Person who is a party to an agreement, commitment or understanding, whether formal or informal, with the first Person to acquire or offer to acquire Common Shares or Convertible Securities (other than customary agreements with and between underwriters and banking group or selling group members with respect to a distribution of securities or pursuant to a pledge of securities in the ordinary course of the pledgee' s business).

1.5 Number and Gender

Wherever the context so requires, terms used herein importing the singular number only shall include the plural and vice-versa and words importing only one gender shall include all others.

1.6 Statutory References

Unless the context otherwise requires or except as expressly provided herein, any reference herein to a specific part, section, clause or Rule of any statute or regulation shall be deemed to refer to the same as it may be amended, re-enacted or replaced or, if repealed and there shall be no replacement therefore, to the same as it is in effect on the date of this Agreement.

ARTICLE 2 THE RIGHTS

2.1 Issuance and Evidence of Rights

One Common Share Right in respect of each Common Share outstanding at the Record Time and each Common Share which may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof. Notwithstanding the foregoing, one Common Share Right in respect of each Common Share issued after the Record Time upon the exercise of rights pursuant to Convertible Securities outstanding at the Common Share Acquisition Date may be issued after the Separation Time but prior to the Expiration Time. One Series A Share Right in respect of each Series A Share outstanding at the Record Time and each Series A Share which may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof. One Non-Voting Equity Share Right in respect of each Non-Voting Equity Share which may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof.

Certificates representing Shares issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time shall evidence one Right for each Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend:

Until the Separation Time (defined in the Rights Agreement referred to below), this certificate also evidences rights of the holder described in a Shareholder Rights Plan Agreement dated as of July 23, 2010 (the "Rights Agreement"), as the same may be amended or supplemented from time to time, between High Liner Foods Incorporated (the "Company") and CIBC Mellon Trust Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. In certain circumstances set out in the Rights Agreement, the rights may be redeemed, may expire, may become void or may become exercisable and shall thereafter be evidenced by separate certificates and no longer evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefore.

Certificates representing Shares that are issued and outstanding at the Record Time shall evidence one Right for each Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and Expiration Time.

2.2 Initial Exercise Price; Exercise of Rights; Detachment of Rights

(a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation Time and prior to the Expiration Time, to purchase one corresponding Share for the Exercise Price. Notwithstanding any other provision of this Agreement, any Rights held by the Company or any of its Subsidiaries shall be void.

(b) Until the Separation Time,

(i) the Rights shall not be exercisable and no Right may be exercised; and

(ii) each Right will be evidenced by the certificate for the associated Share registered in the name of the holder thereof and will be transferable only together with, and will be transferred by a transfer of, such associated Share.

(i) the Rights shall be exercisable, and

(ii) the registration and transfer of the Rights shall be separate from and independent of Shares.

Promptly following the Separation Time, the Company will prepare and the Rights Agent will mail to each holder of record of Shares as of the Separation Time or who subsequently becomes a holder of record of Shares upon the exercise of rights attaching to Convertible Securities outstanding at the Common Share Acquisition Date (other than an Acquiring Person and any holder of record of Rights which are Beneficially Owned by such Acquiring Person (a "Nominee")), at such holder's address as shown by the records of the Company (the Company hereby agreeing to furnish copies of such records to the Rights Agent for this purpose),

A. a Rights Certificate or Rights Certificates in substantially the form of Exhibit A hereto appropriately completed, representing the number of Common Share Rights, Series A Share Rights and Non-Voting Equity Share Rights, as applicable, held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule, regulation or judicial or administrative order or with any rule or regulation made pursuant thereto or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and

B. a disclosure statement describing the Rights.

For greater certainty, a Nominee shall be sent the materials provided for in (A) and (B) in respect of all Common Shares held of record by it which are not Beneficially Owned by an Acquiring Person.

In order for the Company to determine whether any Person is holding Common Shares which are Beneficially Owned by another Person, the Company may require such first mentioned Person to furnish such information and documentation as the Company deems necessary.

(d) Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent:

(i) the Rights Certificate evidencing such Rights;

(ii) an election to exercise such Rights (an "Election to Exercise") substantially in the form attached to the Rights Certificate duly completed and executed by the holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and

(iii) payment by certified cheque, banker's draft or money order payable to the order of the Rights Agent, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised.

(e) Upon receipt of a Rights Certificate, which is accompanied by (1) a completed Election to Exercise executed in accordance with Clause 2.2(d)(ii) that does not indicate that such Right is null and void as provided by Subsection 3.1(b) and (2) payment as set forth in Clause 2.2(d)(iii), the Rights Agent (unless otherwise instructed by the Company in the event that the Company is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly:

(i) requisition from the applicable transfer agent for the Shares, if any, or from the Company if there is no transfer agent for the applicable class of Shares,

certificates representing the number of Shares to be purchased (the Company hereby irrevocably authorizing its transfer agents to comply with all such requisitions);

(ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuing fractional Shares;

(iii) after receipt of such Share certificates, deliver the same to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder;

(iv) when appropriate, after receipt, deliver such payment referred to in Clause 2.2(e)(ii) to or to the order of the registered holder of such Rights Certificate; and

(v) tender to the Company all payments received on exercise of the Rights.

(f) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder's Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised (subject to the provisions of Subsection 5.5(a)) will be issued by the Rights Agent to such holder or to such holder's duly authorized assigns.

(g) The Company covenants and agrees that it will:

(i) take all such action as may be necessary and within its power to ensure that all securities delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued as fully paid and nonassessable;

(ii) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 including, without limitation, all such action necessary to comply with the requirements of the Companies Act (Nova Scotia), the Securities Act and the regulations thereunder as same may be amended, re-enacted or replaced from time to time and any other applicable law, rule or regulation, applicable to the issuance and delivery of the Rights Certificates and the issuance of any securities upon exercise of Rights;

(iii) use reasonable efforts to cause all securities issued upon the exercise of Rights to be listed upon issuance on the stock exchanges on which the securities of such class were traded immediately prior to the Common Share Acquisition Date;

(iv) pay when due and payable, if applicable, any and all Canadian and, if applicable, United States, federal, provincial, municipal and state transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Company to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for Shares to be issued upon exercise of any Rights, provided that the Company shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for securities in a name other than that of the holder of the Rights being transferred or exercised;

(v) cause to be reserved and kept available out of its authorized Shares the number of Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; and

(vi) after the Separation Time, except as permitted by Section 5.1 or Section 5.4, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

2.3 Adjustments to Exercise Price; Number of Rights

The Exercise Price, the number and kind of securities subject to purchase upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 2.3.

(a) In the event the Company shall at any time after the Record Time and prior to the Expiration Time,

(i) declare or pay a dividend on its any of its Shares payable in Shares of the same class (or other securities exchangeable for or convertible into or giving a right to acquire Shares or other securities of the Company) other than pursuant to any Dividend Reinvestment Plan;

(ii) subdivide or change the outstanding Shares of any class into a greater number of Shares of such class;

(iii) combine or change the outstanding Shares of any class into a smaller number of Shares of such class; or

(iv) issue any Shares of any class (or other securities exchangeable for or convertible into or giving a right to acquire Shares of such class or other securities of the Company) in respect of, in lieu of or in exchange for existing Shares of such class, including, without limitation, pursuant to a reclassification, amalgamation, merger, statutory arrangement, consolidation or otherwise;

except as otherwise provided in this Section 2.3, the Exercise Price in respect of the applicable class and the number of Rights of the applicable class outstanding, or, if the payment or effective date therefor shall occur after the Separation Time, the securities purchasable upon exercise of Rights shall be adjusted as of the payment or effective date in respect of such event in the manner set forth below.

If the Exercise Price and number of Rights any class outstanding are to be adjusted:

(v) the Exercise Price in respect of such class in effect after such adjustment will be equal to the Exercise Price in respect of such class in effect immediately prior to such adjustment divided by the number of Shares of such class (the "Expansion Factor") that a holder of one Share of such class immediately prior to such

dividend, subdivision, change, combination or issuance would hold thereafter as a result thereof; and

(vi) each Right of such class held prior to such adjustment will become that number of Rights of such class equal to the Expansion Factor,

and the adjusted number of Rights of such class will be deemed to be distributed among the Shares with respect to which the original Rights were associated (if they remain outstanding) and the Shares issued in respect of such dividend, subdivision, change, combination or issuance, so that each such Share will have exactly one Right associated with it in effect following the payment or effective date of the event referred to in Clause 2.3(a)(i), (ii), (iii) or (iv), as the case may be.

If the securities purchasable upon exercise of Rights are to be adjusted, the securities purchasable upon exercise of each Right after such adjustment will be the securities that a holder of the securities purchasable upon exercise of one Right immediately prior to such dividend, subdivision, change, combination or issuance would hold thereafter as a result thereof.

If after the Record Time and prior to the Expiration Time, the Company shall issue any securities of the Company other than Shares in a transaction of a type described in Clauses 2.3(a)(i) or (iv), such securities shall be treated herein as nearly equivalent to Shares as may be practicable and appropriate under the circumstances and the Company and the Rights Agent agree to amend this Agreement in order to give effect thereto. If an event occurs which would require an adjustment under both this Section 2.3 and Subsection 3.1(a) hereof, the adjustment provided for in this Section 2.3 shall be in addition to and shall be made prior to any adjustment required pursuant to Subsection 3.1(a) hereof. Adjustments pursuant to this Subsection 2.3(a) shall be made successively, whenever an event referred to in Subsection 2.3(a) occurs.

(b) In the event the Company shall at any time after the Record Time and prior to the Separation Time fix a record date for the issuance of rights, options or warrants to all or substantially all holders of Shares of any class entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Shares of such class (or securities convertible into or exchangeable for or carrying a right to purchase Shares of such class) at a price per Share (or, if a security convertible into or exchangeable for or carrying a right to purchase or subscribe for Shares having a conversion, exchange or exercise price, including the price required to be paid to purchase such convertible or exchangeable security or right per Share) less than the Market Price per Share of such class on such record date, the Exercise Price in respect of such class to be in effect after such record date shall be determined by multiplying the Exercise Price in respect of such class in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Shares of such class outstanding on such record date, plus the number of Shares of such class that the aggregate offering price of the total number of Shares of such class so to be offered (and/or the aggregate initial conversion, exchange or exercise price of the convertible or exchangeable securities or rights so to be offered, including the price required to be paid to purchase such convertible or exchangeable securities or rights) would purchase at such Market Price per Share of such class, and the denominator of which shall be the number of Shares of such class outstanding on such record date, plus the number of additional Shares of such class to be offered for subscription or purchase (or into which the

convertible or exchangeable securities or rights so to be offered are initially convertible, exchangeable or exercisable).

In case such subscription price may be paid by delivery of consideration, part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights or warrants are not so issued or if issued, are not exercised prior to the expiration thereof, the Exercise Price in respect of such class shall be readjusted to be the Exercise Price in respect of such class which would then be in effect if such record date had not been fixed, or to the Exercise Price in respect of such class which would be in effect based on the number of

Shares of such class (or securities convertible into or exchangeable or exercisable for Shares of such class) actually issued upon the exercise of such rights, options or warrants, as the case may be.

For purposes of this Agreement, the granting of the right to purchase Shares of any class (whether from treasury or otherwise) pursuant to any Dividend Reinvestment Plan or share compensation arrangement with employees (so long as such right to purchase is in no case evidenced by the delivery of rights or warrants) shall be deemed not to constitute an issue of rights, options or warrants by the Company; provided, however, that, in all such cases, the right to purchase Common Shares is at a price per Share of not less than 90% of the current Market Price per Share of such class.

(c) In the event the Company shall at any time after the Record Time and prior to the Separation Time fix a record date for a distribution to all holders of Shares of any class (including any such distribution made in connection with a merger or amalgamation in which the Company is the continuing corporation) of evidences of indebtedness, cash (other than a regular periodic cash dividend or a dividend paid in Shares on the liquidation of the Company), assets, rights, options or warrants (excluding those referred to in Subsection 2.3(b) hereof), the Exercise Price in respect of such class to be in effect after such record date shall be determined by multiplying the Exercise Price in respect of such class in effect immediately prior to such record date by a fraction, the numerator of which shall be the Market Price per Share of such class on such record date, less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of Rights), on a per Share basis, of the portion of the assets or evidences of indebtedness so to be distributed and the denominator of which shall be such Market Price per Share of such class. Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such dividend is not so made, the Exercise Price in respect of such class shall be adjusted to be the Exercise Price in respect of such class which would have been in effect if such record date had not been fixed.

(d) Notwithstanding anything herein to the contrary, no adjustment in the Exercise Price in respect of any class shall be required unless such adjustment would require an increase or decrease of at least one percent in the Exercise Price in respect of such class; provided, however, that any adjustments which by reason of this Subsection 2.3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2.3 shall be made to the nearest cent or to the nearest ten-thousandth of a Share. Notwithstanding the first sentence of this

Subsection 2.3(d), any adjustment required by this Section 2.3 shall be made no later than the Expiration Date.

(e) In the event the Company shall at any time after the Record Time and prior to the Separation Time issue any securities of the Company (other than the Shares), or rights, options or warrants to subscribe for or purchase any such securities of the Company, or securities convertible into or exchangeable for any such securities of the Company, in a transaction referred to in Clause 2.3(a)(i) or (iv) above, if the Board of Directors acting in good faith determines that the adjustments contemplated by Subsections 2.3(a), (b) and (c) above in connection with such transaction will not appropriately protect the interests of the holders of Rights, the Board of Directors may determine what other adjustments to the Exercise Price in respect of such class, number of Rights of such class and/or securities purchaseable upon exercise of Rights of such class would be appropriate and, notwithstanding Subsections 2.3(a), (b) and (c) above, such adjustment, rather than the adjustments contemplated by Subsections 2.3(a), (b) and (c) above, shall be made. Subject to Subsection 5.4 and subject to the approval of each stock exchange on which any of the Shares are listed for trading at the relevant time, the Company and the Rights Agent shall amend this Agreement as appropriate to provide for such adjustments.

(f) Each Right originally issued by the Company subsequent to any adjustment made to the Exercise Price hereunder shall evidence the right to purchase, at the adjusted Exercise Price, the number of Shares purchasable from time to time hereunder upon exercise of a Right immediately prior to such issue, all subject to further adjustment as provided herein.

(g) Irrespective of any adjustment or change in the Exercise Price or the number of Shares issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Exercise Price per Share and the number of Shares which were expressed in the initial Rights Certificates issued hereunder.

(h) In any case in which this Section 2.3 shall require that any adjustment in the Exercise Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date the number of Shares and other securities of the Company, if any, issuable upon such exercise over and above the number of Shares and other securities of the Company, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder an appropriate instrument evidencing such holder's right to receive such additional Shares (fractional or otherwise) or securities upon the occurrence of the event requiring such adjustment.

(i) Notwithstanding anything in this Section 2.3 to the contrary, the Company shall be entitled to make such reductions in the Exercise Price in respect of any class, in addition to those adjustments expressly required by this Section 2.3, as and to the extent that in their good faith judgment the Board of Directors shall determine to be advisable in order that any:

(i) consolidation or subdivision of the Shares of such class,

(ii) issuance (wholly or in part for cash) of Shares of such class or securities that by their terms are convertible into or exchangeable for Shares in of such class,

(iii) Share distributions, or

(iv) issuance of rights, options or warrants referred to in this Section 2.3,

hereafter made by the Company to holders of its Shares, shall not be taxable to such shareholders.

(j) Whenever an adjustment to the Exercise Price or a change in the securities purchasable upon exercise of the Rights is made at any time after the Separation Time pursuant to this Section 2.3, the Company shall promptly:

(i) file with the Rights Agent and with transfer agent for the applicable class of Shares, if any, a certificate specifying the particulars of such adjustment or change;

(ii) cause notice of the particulars of such adjustment or change to be given to the holders of the Rights; and

(iii) provided that failure to file such certificate or cause such notice to be given as aforesaid, or any defect therein, shall not affect the validity of any such adjustment or change.

2.4 Date on Which Exercise is Effective

Each Person in whose name any certificate for Shares or other securities, if applicable, is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Shares or other securities, if applicable, represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered in accordance with Subsection 2.2(d) (together with a duly completed Election to Exercise) and payment of the Exercise Price for such Rights (and any applicable transfer taxes and other governmental charges payable by the exercising holder hereunder) was made; provided, however, that if the date of such surrender and payment is a date upon which the Share transfer books of the Company are closed, such Person shall be deemed to have become the holder of record of such Shares on, and such certificate shall be dated, the next succeeding Business Day on which the Share transfer books of the Company are open.

2.5 Execution, Authentication, Delivery and Dating of Rights Certificates

(a) The Rights Certificates shall be executed on behalf of the Company by any two of its Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any of its Vice Presidents, its Secretary or any of its Assistant Secretaries. The signature of any of these officers on the Rights Certificates may be manual or facsimile. Rights Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to be officers of the Company either before or after the countersignature and delivery of such Rights Certificates.

(b) Promptly after the Company learns of the Separation Time, the Company will notify the Rights Agent of such Separation Time and will deliver Rights Certificates executed by the Company to the Rights Agent for countersignature and disclosure statements describing the Rights, and the Rights Agent shall countersign (manually or by facsimile signature in a manner satisfactory to the Company) and send such Rights Certificates and disclosure statements to the holders of the Rights pursuant to Subsection 2.2(c). No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid.

2.6 Registration, Transfer and Exchange

(a) After the Separation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed registrar for the Rights (the "Rights Registrar") for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights as herein provided and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times.

(b) After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Subsection 2.6(d), the Company will execute, and the Rights Agent will countersign, register and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificates so surrendered.

(c) All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange.

(d) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of the Rights Agent) connected therewith.

2.7 Mutilated, Destroyed, Lost and Stolen Rights Certificates

(a) If any mutilated Rights Certificate is surrendered to the Rights Agent prior to the Expiration Time, the Company shall execute and the Rights Agent shall countersign and deliver in exchange therefore a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so surrendered.

(b) If there shall be delivered to the Company and the Rights Agent prior to the Expiration Time,

(i) evidence to their reasonable satisfaction of the destruction, loss or theft of any Rights Certificate; and

(ii) such surety bond as may be reasonably required by them to save each of them and any of their agents harmless;

then, in the absence of notice to the Company or the Rights Agent that such Rights Certificate has been acquired by a bona fide purchaser, the Company shall execute and, upon the Company's request, the Rights Agent shall countersign and deliver, in lieu of any such destroyed, lost or stolen Rights Certificate, a new Rights Certificate

evidencing the same number of Rights as did the Rights Certificate so destroyed, lost or stolen.

(c) As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of the Rights Agent) connected therewith.

(d) Every new Rights Certificate issued pursuant to this Section 2.7 in lieu of any destroyed, lost or stolen Rights Certificate shall evidence the contractual obligation of the Company, whether or not the destroyed, lost or stolen Rights Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Rights duly issued hereunder.

2.8 Persons Deemed Owners

Prior to due presentation of a Rights Certificate (or, prior to the Separation Time, the associated Share certificate) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name a Rights Certificate (or, prior to the Separation Time, the associated Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby for all purposes whatsoever. As used in this Agreement, unless the context otherwise requires, the term "holder" of any Rights shall mean the registered holder of such Rights (or, prior to the Separation Time, the associated Share).

2.9 Delivery and Cancellation of Certificates

All Rights Certificates surrendered upon exercise or for redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Rights Agent, be delivered to the Rights Agent and, in any case, shall be promptly cancelled by the Rights Agent. The Company may at any time deliver to the Rights Agent for cancellation any Rights Certificates previously countersigned and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Rights Certificates so delivered shall be promptly cancelled by the Rights Agent. No Rights Certificate shall be countersigned in lieu of or in exchange for any Rights Certificates cancelled as provided in this Section 2.9, except as expressly permitted by this Agreement. The Rights Agent shall, subject to applicable laws, destroy all cancelled Rights Certificates and deliver a certificate of destruction to the Company upon request by the Company.

2.10 Agreement of Rights Holders

Every holder of Rights, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of Rights:

(a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;

(b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Share certificate representing such Right;

(c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein;

(d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share certificate) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice, to the contrary;

(e) that such holder of Rights has waived his right to receive any fractional Shares or other securities upon exercise of a Right (except as provided herein and as may be permitted by the constating documents of the Company);

(f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time as provided herein; and

(g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.

2.11 Rights Certificate Holder not Deemed a Shareholder

No holder, as such, of any Rights or Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose whatsoever the holder of any Share or any other security of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Rights Certificate be construed or deemed or confer upon the holder of any Rights or Rights Certificate, as such, any of the rights, titles, benefits or privileges of a holder of Shares or any other securities of the Company or any right to vote at any meeting of shareholders of the Company whether for the election of directors or otherwise or upon any matter submitted to holders of Shares of the Company at any meeting thereof, or to give or withhold consent to any action of the Company, or to receive notice of any meeting or other action affecting any holder of Shares or any other securities of the Company except as expressly provided herein, or to receive dividends, dividend or subscription rights, or otherwise, until the Right or Rights evidenced by Rights Certificates shall have been duly exercised in accordance with the terms and provisions hereof.

2.12 Global Share Certificate and Book Entry System

(a) Notwithstanding any of the provisions of this Agreement, until the Board of Directors otherwise determine in writing and provide notice thereof to the Rights Agent, the Rights to be issued hereunder to shareholders whose Shares are represented through the book entry system will be made through the book entry system representing the number of Rights so issued. Shares or associated Rights represented by the book entry system will not entitle the shareholder to a certificate or other instrument from the Company, transfer agent or Rights Agent to evidence the ownership thereof. New Shares issued as a result of the exercise of any Right represented through the book entry system will also be represented through the book entry system in all circumstances.

(b) For as long as Rights are held through The CDS Clearing and Depositary Services Inc. ("CDS"), any notice or other communication that is required to be given to holders of Rights so held, the Company and the Rights Agent will give all such notices and communications through CDS. The Rights of a holder whose Rights are held through CDS shall be exercised only through CDS.

ARTICLE 3 ADJUSTMENTS TO THE RIGHTS

3.1 Flip-In Event

(a) Subject to Subsection 3.1(b) and Section 5.1, in the event that prior to the Expiration Time a Flip-In Event shall occur, each Right shall constitute, effective on the close of business on the tenth Trading Day after the Common Share Acquisition Date (or such longer period as may be required to satisfy the requirements of the Securities Act and any comparable legislation of any other applicable jurisdiction), the right to purchase from the Company, upon payment of the Exercise Price then in effect in respect of the Common Share Rights and otherwise exercising such Right in accordance with the terms hereof, (i) in the case of a Common Share Right, that number of Common Shares having an aggregate Market Price on the date of such Flip-In Event equal to twice the Exercise Price then in effect in respect of the Common Share Rights for an amount in cash equal to the Exercise Price then in effect in respect of the Common Share Rights, (ii) in the case of a Series A Share Right, that number of Series A Shares equal to the number of Common Shares determined in accordance with the foregoing clause (i) for an amount in cash equal to the product of the Exercise Price then in effect in respect of the Common Share Rights multiplied by the Conversion Number (as defined in the share conditions for the Series A Shares) then in effect, and (iii) in the case of a Non-Voting Equity Share Right, that number of Non-Voting Equity Shares equal to the number of Common Shares determined in accordance with the foregoing clause (i) for an amount in cash equal to the Exercise Price then in effect in respect of the Common Share Rights (each such Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the occurrence of such Flip-In Event, an event of a type analogous to any of the events described in Section 2.3 shall have occurred).

(b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-In Event, any Rights that are Beneficially Owned on or after the earlier of the Separation Time and the Common Share Acquisition Date by:

(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or

(ii) a transferee of Rights, directly or indirectly, from an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith have determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or an Associate or Affiliate of an Acquiring Person) that has the purpose or effect of avoiding Clause (i) of this Subsection 3.1(b),

shall become void, and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.

(c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in Clause 3.1 (b)(i) or (ii) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend:

The [Common Share][Series A Share][Non-Voting Equity Share] Rights represented by this [Common Share][Series A Share][Non-Voting Equity Share] Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This [Common Share][Series A Share] [Non-Voting Equity Share] Rights Certificate and the [Common Share][Series A Share][Non- Voting Equity Share] Rights represented hereby are void or shall become void in the circumstances specified in Subsection 3.1(b) of the Shareholder Rights Plan Agreement.

provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall impose such legend only if instructed to do so by the Company in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.

ARTICLE 4 THE RIGHTS AGENT

4.1 General

(a) The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such co-Rights Agents ("Co-Rights Agents") as it may deem necessary or desirable, subject to the approval of the Rights Agent. In the event the Company appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co- Rights Agents shall be as the Company may determine with the approval of the Rights Agent and the Co- Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the fees and disbursements of any expert or advisor retained by the Rights Agent with the approval of the Company). The Company also agrees to indemnify the Rights Agent and its officers, employees, agents and directors for and to hold them harmless against any loss, liability, cost, claim, action, damage, suit or expense incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement including the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent.

(b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Shares or any Rights Certificate or certificate for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons.

(c) The Company shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement or the Rights Agent and will, upon written request of the Rights Agent, provide the Rights Agent with an incumbency certificate with respect to the then current officers of the Company.

4.2 Merger or Amalgamation or Change of Name of Rights Agent

(a) Any company into which the Rights Agent or any successor Rights Agent may be merged or amalgamated or with which it may be consolidated, or any company resulting from any merger, amalgamation, statutory arrangement or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any company succeeding to the shareholder or stockholder services business of the Rights Agent or any successor Rights Agent, will be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such company would be eligible for appointment as a successor Rights Agent under the provisions of Section 4.4 hereof. In case at the time such successor Rights Agent succeeds to the agency created by this Agreement any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights

Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates will have the full force provided in the Rights Certificates and in this Agreement.

(b) In case at any time the name of the Rights Agent is changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name and in all such cases such Right Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

4.3 Duties of Rights Agent The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, all of which the Company and the holders of certificates for Shares and holders of Rights Certificates, by their acceptance thereof, shall be bound:

(a) the Rights Agent at the Company's expense may retain and consult with legal counsel (who may be legal counsel for the Company) and the opinion of such counsel will be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion and the Rights Agent at the Company's expense may also consult with such other experts as the Rights Agent shall consider necessary or appropriate to properly carry out the duties and obligations imposed under this Agreement and the Rights Agent shall be entitled to act and rely in good faith on the advice of any such expert;

(b) whenever in the performance of its duties under this Agreement the Rights Agent deems it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by a Person believed by the Rights Agent to be the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President or Vice President, Treasurer, Secretary or any Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate will be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate;

(d) the Rights Agent will not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the certificates for Shares or the Rights Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and will be deemed to have been made by the Company only;

(e) the Rights Agent will not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Share certificate or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by the Company of any covenant or

condition contained in this Agreement or in any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to Subsection 3.1(b)) or any adjustment required under the provisions of Section 2.3 or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights after receipt of the certificate contemplated by Section 2.3 describing any such adjustment); nor will it by any act hereunder be deemed to make any representation or warranty as to the authorization of any Shares to be issued pursuant to this Agreement or any Rights or as to whether any Shares will, when issued, be duly and validly authorized and issued as fully paid and nonassessable;

(f) the Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement;

(g) the Rights Agent is hereby authorized and directed to accept instructions in writing with respect to the performance of its duties hereunder from any Person believed by the Rights Agent to be the Chairman of the Board, President or Vice President, Treasurer, Secretary or any Assistant Secretary of the Company and to apply to such Persons for advice or instructions in connection with its duties, and it shall not be liable for any action taken, omitted or suffered by it in good faith in accordance with instructions of any such Person;

(h) the Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in Shares, Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity; and

(i) the Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, omission, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, omission, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.

4.4 Change of Rights Agent

The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company and to each transfer agent of Shares by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9, all of which shall be at the Company's expense. The Company may remove the Rights Agent upon 60 days notice in writing, mailed to the Rights Agent and to each transfer agent of the Shares by registered or certified mail, and to the holders of the Rights in accordance with Section 5.9, all of which shall be at the Company's expense. If the Rights Agent should resign or be removed or otherwise

become incapable of acting, the Company will appoint a successor to the Rights Agent. If the Company fails to make such appointment within a period of 60 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder's Rights Certificate for inspection by the Company), the holder or the resigning Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent at the Company's expense. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a company incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall, upon payment in full of any outstanding amounts owing by the Company to the Rights Agent under this Agreement, deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Shares, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

ARTICLE 5 MISCELLANEOUS

5.1 Redemption and Waiver

(a) The Board of Directors, acting in good faith, may at any time prior to the occurrence of a Flip-In Event elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.00001 per Right (appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that an event of the type analogous to any of the events described in Section 2.3 hereof shall have occurred (such redemption price being herein referred to as the "Redemption Price")).

(b) The Board of Directors, acting in good faith, may determine, at any time prior to the occurrence of a Flip-In Event, to waive the application of Section 3.1 to such Flip-In Event if such Flip-In Event would occur by reason of an acquisition of Common Shares otherwise than pursuant to a Take-over Bid made by means of a take-over bid circular to all holders of record of Common Shares.

(c) The Board of Directors, acting in good faith, may determine, at any time prior to the occurrence of a Flip-In Event, to waive the application of Section 3.1 to such Flip-In Event if such Flip- In Event would occur by reason of a Take-over Bid made by means of a take-over bid circular sent to all holders of record of Common Shares; provided that if the Board of Directors waive the application of Section 3.1 to such a Flip-In Event, it shall be deemed to have waived the application of Section 3.1 to any other Flip-In Event occurring by reason of any Take-over Bid made by means of a take-over bid circular to all holders of record of Common Shares which is made prior to the expiry of any Takeover Bid in respect of which the application of Section 3.1 is, or is deemed to have been, waived under this Subsection 5.1(c).

(d) The Board of Directors may, prior to the close of business on the tenth day following the Common Share Acquisition Time, waive the application of Section 3.1 to any particular Flip-In Event, provided that the Board of Directors have determined that the Acquiring Person became an Acquiring Person by inadvertence and without any intent or knowledge that he would become an Acquiring Person, provided that in the event of such waiver for the purposes of this Agreement, such particular Flip-In Event shall be deemed never to have occurred and the Separation Time shall be deemed not to have occurred as a result of such Person having inadvertently become an Acquiring Person. Any such waiver pursuant to this Subsection 5.1(d) must be on the condition that such Person, within 14 days after the foregoing determination by the Board of Directors or such earlier or later date as the Board of Directors may determine (the "Disposition Date"), will reduce its Beneficial Ownership of Common Shares such that the Person is no longer an Acquiring Person. If the Person remains an Acquiring Person at the close of business on the Disposition Date the Disposition Date shall be deemed to be the date of occurrence of a further Common Share Acquisition Date and Section 3.1 shall apply thereto.

(e) The Company shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under this Section 5.1.

(f) The Board of Directors shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the date that (i) a Person who has made a Permitted Bid, a Competing Permitted Bid or a Take-over Bid in respect of which, pursuant to Subsection 5.1(c), the Board of Directors has waived or is deemed to have waived the application of Section 3.1 to a Flip-In Event occurring by reason thereof takes up and pays for Common Shares pursuant to the terms and conditions of the Permitted Bid, Competing Permitted Bid or the Take-over Bid, as the case may be or (ii) a Person who has entered into an agreement for the acquisition of all of the outstanding Common Shares in respect of which the Board of Directors has, pursuant to Subsection 5.1(b), waived the application of Section 3.1 to a Flip-In Event occurring by reason thereof acquires all of the outstanding Common Shares pursuant to the terms and conditions of such acquisition.

(g) Where a Take-over Bid that is not a Permitted Bid or a Competing Permitted Bid is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-In Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. In such event, all the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and as if Rights Certificates representing the number of Rights held by each holder of record of Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the Separation Time shall be deemed not to have occurred.

(h) If the Board of Directors elects or is deemed to have elected to redeem the Rights, the right to exercise the Rights will thereupon, without further action and without notice, terminate and the only right thereafter of the holders of Rights will be to receive the Redemption Price.

(i) Within 10 days after the Board of Directors elects or is deemed to elect to redeem the Rights in accordance with the terms hereof, the Company shall give notice of redemption to the holders of the then outstanding Rights by mailing such notice to all such holders at their last address as they appear upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the transfer agent for the Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. The Company may not redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 5.1, or other than in connection with the purchase of Shares prior

to the Separation Time. If the Redemption Price payable to any holder of Rights includes a fraction of a cent, such Redemption Price shall be rounded to the nearest cent.

5.2 Expiration

No Person shall have any rights whatsoever pursuant to this Agreement or in respect of any Right after the Expiration Time, except the Rights Agent as specified in Subsections 4.1(a) and (b).

5.3 Issuance of New Rights Certificates

Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board of Directors to reflect any adjustment or change in the number or kind or class of securities purchasable upon exercise of Rights made in accordance with the provisions of this Agreement.

5.4 Supplements and Amendments

(a) The Company may make amendments to this Agreement to correct any clerical or typographical error or, subject to Subsection 5.4(e), which are required to maintain the validity of this Agreement as a result of any change in any applicable legislation, rules or regulations thereunder. The Company may, prior to the date of the initial meeting of holders to confirm the Rights Plan as set forth in Section 5.17, supplement or amend this Agreement without the approval of any holders of Rights in order to make any changes which the Board of Directors in good faith may deem necessary or desirable. Notwithstanding anything in this Section 5.4 to the contrary, no such supplement or amendment shall be made to the provisions of Article 4 except with the written concurrence of the Rights Agent to such supplement or amendment.

(b) Subject to Subsection 5.4(a), the Company may, with the prior consent of the shareholders obtained as set forth below, at any time prior to the Separation Time, amend, vary or rescind any of the provisions of this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally). Such consent shall be deemed to have been given if the action requiring such approval is authorized by the affirmative vote of a majority of the votes cast by Independent Shareholders present or represented at and entitled to be voted at a meeting of the shareholders duly called and held incompliance with applicable laws and the constating documents of the Company.

(c) The Company may, with the prior consent of the holders of Rights, at any time on or after the Separation Time, amend, vary or delete any of the provisions of this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally), provided that no such amendment, variation or deletion shall be made to the provisions of Article 4 except with the written concurrence of the Rights Agent thereto. Such consent shall be deemed to have been given if such amendment, variation or deletion is authorized by the affirmative votes of the holders of Rights present or represented at and entitled to be voted at a meeting of the holders and representing 50% plus one of the votes cast in respect thereof.

(d) Any approval of the holders of Rights shall be deemed to have been given if the action requiring such approval is authorized by the affirmative votes of the holders of Rights present or represented at and entitled to be voted at a meeting of the holders of Rights and representing a majority

of the votes cast in respect thereof. For the purposes hereof, each outstanding Right (other than Rights which are void pursuant to the provisions hereof) shall be entitled to one vote, and the procedures for the calling, holding and conduct of the meeting shall be those provided for in the constating documents of the Company with respect to meetings of shareholders, modified appropriately.

(e) Any amendments made by the Company to this Agreement pursuant to Subsection 5.4(a) which are required to maintain the validity of this Agreement as a result of any change in any applicable legislation, rule or regulation thereunder shall:

(i) if made before the Separation Time, be submitted to the shareholders at the next meeting of shareholders and the shareholders may, by the majority referred to in Subsection 5.4(b), confirm or reject such amendment;

(ii) if made after the Separation Time, be submitted to the holders of Rights at a meeting to be called for on a date not later than immediately following the next meeting of shareholders and the holders of Rights may, by resolution passed by the majority referred to in Subsection 5.4(d), confirm or reject such amendment.

Any such amendment shall be effective from the date of the resolution of the Board of Directors adopting such amendment, until it is confirmed or rejected in accordance with Subsection 5.4(e) or until it ceases to be effective (as described in the next sentence) and, where such amendment is confirmed, it continues in effect in the form so confirmed. If such amendment is rejected by shareholders or the holders of Rights or is not submitted to the shareholders or holders of Rights as required, then such amendment shall cease to be effective from and after the termination of the meeting at which it was rejected or to which it should have been but was not submitted or from and after the date of the meeting of holders of Rights that should have been but was not held, and no subsequent resolution of the Board of Directors to amend this Agreement to substantially the same effect shall be effective until confirmed by the shareholders or holders of Rights as the case may be.

5.5 Fractional Rights and Fractional Shares

(a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights and no amount shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable.

(b) The Company shall not be required to issue fractions of Shares upon exercise of the Rights or to distribute certificates which evidence fractional Shares. In lieu of issuing fractional Shares, the Company shall, subject to the provisions of the constating documents of the Company, pay to the registered holders of Rights Certificates, at the time such Rights are exercised as herein provided, an amount in cash equal to the fraction of the Market Price of one Common Share that the fraction of a Share that would otherwise be issuable upon the exercise of such Right is of one whole Share at the date of such exercise, or in the case of a Series A Share, the product of the Conversion Number (as defined in the share conditions for the Series A Shares) multiplied by the fraction of the Market Price of one Common Share that the fraction of a Series A Share that would otherwise be issuable upon the exercise of such Right is of one whole Series A Share at the date of such exercise.

(c) The Rights Agent shall have no obligation to make any payments in lieu of issuing fractions of Shares pursuant to paragraph (b) above unless and until the Company shall have provided to the Rights Agent the amount of cash to be paid in lieu of issuing such fractional Shares.

5.6 Rights of Action

Subject to the terms of this Agreement, all rights of action in respect of this Agreement, other than rights of action vested solely in the Rights Agent, are vested in the respective registered holders of the Rights. Any registered holder of any Rights, without the consent of the Rights Agent or of the registered holder of any other Rights, may, on such holder's own behalf and for such holder's own benefit and the benefit of other holders of Rights, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce such holder's right to exercise such holder's Rights or Rights to which such holder is entitled, in the manner provided in such holder's Rights and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of the obligations of any Person subject to, this Agreement.

5.7 Regulatory Approvals

Any obligation of the Company or action or event contemplated by this Agreement shall be subject to the receipt of any requisite approval or consent from any governmental or regulatory authority having jurisdiction over the Company, including without limitation any requisite approval of stock exchanges on which any of the Shares are listed for trading.

5.8 Notice of Proposed Actions

In case the Company shall propose after the Separation Time and prior to the Expiration Time:

(a) to waive the application of Section 3.1 to a particular Flip-In Event; or

(b) to effect the liquidation, dissolution or winding up of the Company or the sale of all or substantially all of the Company's assets,

then, in each such case, the Company shall give to each holder of a Right, in accordance with Section 5.9, a notice of such proposed action, which shall specify the date on which such adjustment to the Rights occurred or liquidation, dissolution, or winding up is to take place, and such notice shall be so given within 10 Business Days after the occurrence of an adjustment to the Rights and not less than 10 Business Days prior to the date of taking of such proposed action by the Company.

5.9 Notices

Notices or demands authorized or required by this Agreement to be given or made by the Rights Agent or by the holder of any Rights to or on the Company shall be sufficiently

given or made if delivered or sent by registered or certified mail, postage prepaid, or sent by facsimile or by other similar means of recorded electronic communication, charges prepaid and confirmed in writing, addressed (until another address is filed in writing with the Rights Agent) as follows:

High Liner Foods Incorporated 100 Battery Point P.O. Box 910 Lunenburg, NS B0J 2C0

Attention: General Counsel & Secretary Facsimile: 902-634-6228

Any notices or demands authorized or required by this Agreement to be given or made by the Company or by the holder of any Rights to or on the Rights Agent shall be sufficiently given or made if delivered or sent by registered or certified mail, postage prepaid, or sent by facsimile or by other similar means of recorded electronic communication, charges prepaid and confirmed in writing, addressed (until another address is filed in writing with the Company) as follows:

CIBC Mellon 1660 Hollis Street Centennial Building Suite 406, 4th Floor Halifax NS B3J 1V7 Attention: Director and Regional Manager Facsimile: 902- 420-3242

Notices or demands authorized or required by this Agreement to be given or made by the Company or the Rights Agent to or on the holder of any Rights shall be sufficiently given or made if delivered or sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the Company for its Common Shares. Any notice which is mailed or sent in the manner herein provided shall be deemed given, whether or not the holder receives the notice.

Any notice given or made in accordance with this Section 5.9 shall be deemed to have been given and to have been received on the day of delivery, if so delivered, on the third Business Day (excluding each day during which there exists any general interruption of postal service due to strike, lockout or other cause) following the mailing thereof, if so mailed, and on the day of telegraphing, telecopying or sending of the same by other means of recorded electronic communication (provided such sending is during the normal business hours of the addressee on a Business Day and if not, on the first Business Day thereafter). Each of the Company and the Rights Agent may from time to time change its address for notice to the other given in the manner aforesaid.

5.10 Declaration as to Non-Canadian Holders

If, in the opinion of the Board of Directors (who may rely upon the advice of counsel), any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside of Canada, the Board of Directors, acting in good faith, shall take such actions as they may deem appropriate to ensure that such compliance is not required, including, without limitation, establishing procedures for the issuance to an appropriate Canadian resident acting as a resident agent (a "Resident Agent") of Rights or securities issuable on exercise of Rights, the holding thereof in trust for the Person entitled thereto (but reserving such rights unto the Resident Agent or to the Resident Agent and the Company, as the Company may determine in its absolute discretion with respect thereto) and the sale thereof and remittance of the proceeds of such sale, if any, to the Persons entitled thereto. In no event shall the Company or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to Persons who are citizens, residents or nationals of any jurisdiction other than Canada, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

5.11 Costs of Enforcement

The Company agrees that if the Company fails to fulfil any of its obligations pursuant to this Agreement, then the Company will reimburse the holder of any Rights for the costs and expenses (including legal fees) incurred by such holder to enforce his rights pursuant thereto in any action, suit or proceeding in which a court of competent jurisdiction in a final non-appealable judgment has rendered judgment in favour of the holder.

5.12 Successors

All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and enure to the benefit of their respective successors and assigns hereunder.

5.13 Benefits of this Agreement

Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the holders of the Rights any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the holders of the Rights.

5.14 Governing Law

This Agreement and each Right issued hereunder shall be deemed to be a contract made under the laws of the Province of Nova Scotia and for all purposes shall be governed by and construed in accordance with the laws of such province applicable to contracts to be made and performed entirely within such Province.

5.15 Severability

If any section, clause, term or provision hereof or the application thereof to any circumstance or any right hereunder shall, in any jurisdiction and to any extent, be invalid or unenforceable such section, clause, term or provision or such right shall be ineffective only as to such jurisdiction and to the extent of such invalidity or unenforceability in such jurisdiction without invalidating or rendering unenforceable or ineffective the remaining sections, clauses, terms and provisions hereof or rights hereunder in such jurisdiction or the application of such section, clause, term or provision or rights hereunder in any other jurisdiction or to circumstances other than those as to which it is specifically held invalid or unenforceable.

5.16 Effective Date and Expiration Time

This Agreement is effective and in full force and effect in accordance with its terms from and after the Effective Date. No Person shall have any rights pursuant to this Agreement or in respect of any Right after the Expiration Time, except the Rights Agent as specified in Subsection 4.1(a).

5.17 Reconfirmation

This Agreement must be confirmed by a resolution passed by shareholders in accordance with the rules of the Toronto Stock Exchange and at the first meeting of shareholders of the Company to be held after the Effective Date and at a meeting of shareholders of the Company every three years thereafter. If the Agreement is not so confirmed or reconfirmed or is not presented for confirmation or reconfirmation, as the case may be, at such meetings of shareholders, the Agreement and all outstanding Rights shall terminate and be void and of no further force and effect on and from the date of termination of such applicable meeting of holders; provided that termination shall not occur if a Flip-in Event has occurred (other than a Flip-in Event which has been waived pursuant to Subsection 5.1(b), 5.1(c) or 5.1(d) hereof, provided that in the case of Subsection 5.1(d) the relevant Person has reduced its Beneficial Ownership of Common Shares as contemplated by Subsection 5.1(d)), prior to the date upon which this Agreement would otherwise terminate pursuant to this Section 5.17.

5.18 Determination and Actions by the Board of Directors

All actions, calculations, interpretations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, acting in good faith for the purposes hereof, (a) may be relied on by the Rights Agent, and (b) shall not subject the Board of Directors to any liability to the holders of the Rights or to any other parties.

5.19 Time of the Essence

Time shall be of the essence in this Agreement.

5.20 Execution In Counterparts

This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.

5.21 Language

Les parties aux présentes ont exigé que la présente convention ainsi que tous les documents et avis qui s'y rattachent et/ou qui en découleront soient rédigés en langue anglaise. The parties hereto have required that this Agreement and all documents and notices related thereto and/or resulting there from be drawn up in the English language.

[EXECUTION PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Shareholder Rights Plan Agreement to be duly executed as of the date first above written.

HIGH LINER FOODS INCORPORATED

CIBC MELLON TRUST COMPANY

By:

EXHIBIT A

HIGH LINER FOODS INCORPORATED

SHAREHOLDER RIGHTS PLAN AGREEMENT

(Form of [Common Share][Series A Share] [Non-Voting Equity Share] Rights

Certificate) Certificate No. Rights

THE [COMMON SHARE][SERIES A SHARE][NON-VOTING EQUITY SHARE] RIGHTS ARE SUBJECT TO TERMINATION ON THE TERMS SET FORTH IN THE SHAREHOLDER RIGHTS PLAN AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SUBSECTION 3.1(b) OF THE SHAREHOLDER RIGHTS PLAN AGREEMENT), [COMMON SHARE][SERIES A SHARE] [NON-VOTING EQUITY SHARE] RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR CERTAIN RELATED PARTIES OR TRANSFEREES OF AN ACQUIRING PERSON OR CERTAIN RELATED PARTIES MAY BECOME VOID.

[Common Share] [Series A Share] [Non-Voting Equity Share] Rights Certificate

This certifies that ______or registered assigns, is the registered holder of the number of [Common Share][Series A Share][Non-Voting Equity Share] Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement dated as of July 23, 2010, as the same may be amended or supplemented from time to time, between High Liner Foods Incorporated (the "Company") and CIBC Mellon Trust Company (the "Rights Agent") (which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Company at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such term is defined in the Rights Agreement), one fully paid [Common][Series A] [Non-Voting Equity] Share of the Company (a "[Common] [Series A] [Non-Voting Equity] Share") at the Exercise Price referred to below, upon presentation and surrender of this [Common Share][Series A Share][Non-Voting Equity Share] Rights Certificate with the Form of Election to Exercise (in the form provided hereinafter) duly executed and submitted to the Rights Agent at its principal office in the City of Halifax. The Exercise Price shall be $[100.00][250.00] per [Common Share][Series A Share][Non-Voting Equity Share] Right and shall be subject to adjustment in certain events as provided in the Rights Agreement.

This [Common Share][Series A Share] [Non-Voting Equity Share] Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Company and the holders of the [Common Share][Series A Share] [Non-Voting Equity Share] Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Company.

This [Common Share][Series A Share][Non-Voting Equity Share] Rights Certificate, with or without other [Common Share][Series A Share][Non-Voting Equity Share] Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another [Common Share][Series A Share][Non-Voting Equity Share] Rights Certificate or [Common Share][Series A Share] [Non-Voting Equity Share] Rights Certificates of like tenor and date evidencing an aggregate number of [Common Share] [Series A Share] [Non-Voting Equity Share] Rights equal to the aggregate number of [Common Share][Series A Share][Non-Voting Equity Share] Rights evidenced by the [Common Share][Series A Share][Non-Voting Equity Share] Rights Certificate or [Common Share][Series A Share][Non- Voting Equity Share] Rights Certificates surrendered. If this [Common Share] [Series A Share][Non-Voting Equity Share] Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another [Common Share][Series A Share][Non-Voting Equity Share] Rights Certificate or [Common Share][Series A Share][Non- Voting Equity Share] Rights Certificates for the number of whole [Common Share][Series A Share] [Non-Voting Equity Share] Rights not exercised.

Subject to the provisions of the Rights Agreement, the [Common Share][Series A Share][Non- Voting Equity Share] Rights evidenced by this [Common Share] [Series A Share] [Non-Voting Equity Share] Rights Certificate may be redeemed by the Company at a redemption price of $0.00001 per [Common Share][Series A Share][Non-Voting Equity Share] Right, subject to adjustment in certain events, under certain circumstances at its option.

No fractional [Common Share][Series A Share][Non-Voting Equity Share] Share will be issued upon the exercise of any [Common Share][Series A Share][Non-Voting Equity Share] Rights evidenced hereby but in lieu thereof a cash payment may be made, as provided in the Rights Agreement.

No holder of this [Common Share][Series A Share][Non-Voting Equity Share] Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of [Common Share][Series A Share] [Non-Voting Equity Share] Shares or of any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the [Common Share] [Series A Share] [Non-Voting Equity Share] Rights evidenced by this [Common Share][Series A Share][Non-Voting Equity Share] Rights Certificate shall have been exercised as provided in the Rights Agreement.

This [Common Share][Series A Share] [Non-Voting Equity Share] Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

100

WITNESS the facsimile signature of two of the proper officers of High Liner Foods Incorporated:

Date:

HIGH LINER FOODS INCORPORATED By:

By:

Countersigned:

CIBC MELLON TRUST COMPANY By:

Authorized Signature By:

Authorized Signature

101

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the [Common Share][Series A Share] [Non-Voting Equity Share] Rights Certificates.)

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

(Please print name and address of transferee) the [Common Share][Series A Share][Non-Voting Equity Share] Rights represented by this [Common Share][Series A Share] [Non-Voting Equity Share] Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______, as attorney, to transfer the within [Common Share][Series A Share][Non-Voting Equity Share] Rights on the books of the Fund, with full power of substitution..

Dated:

Signature Guaranteed: ignature

(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.)

The signature must be guaranteed by one of the following methods:

In Canada and the US: a Medallion Guarantee obtained from a member of an acceptable Medallion Guarantee Program (STAMP, SEMP or MSP). Many banks, credit unions and broker dealers are members of a Medallion Guarantee Program. The guarantor must affix a stamp in the space above bearing the actual words “Medallion Guaranteed”.

In Canada: a Signature Guarantee obtained from a major Canadian Schedule I bank that is not a member of a Medallion Guarantee Program. The guarantor must affix a stamp in the space above bearing the actual words “Signature Guaranteed”.

Outside Canada and the US: holders must obtain a guarantee from a local financial institution that has a corresponding affiliate in Canada or the US that is a member of an acceptable Medallion Guarantee Program. The corresponding affiliate must overguarantee the guarantee provided by the local financial institution.

102

(To be completed if true)

The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the [Common Share][Series A Share][Non-Voting Equity Share] Rights evidenced by this [Common Share][Series A Share][Non-Voting Equity Share] Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (as defined in the Rights Agreement).

Dated: Signature

103

[To be attached to each [Common Share][Series A Share] [Non-Voting Equity Share] Rights Certificate]

FORM OF ELECTION TO EXERCISE

TO: HIGH LINER FOODS INCORPORATED

AND TO: CIBC MELLON TRUST COMPANY

The undersigned hereby irrevocably elects to exercise whole [Common Share] [Series A Share] [Non-Voting Equity Share] Rights represented by the attached [Common Share][Series A Share][Non-Voting Equity Share] Rights Certificate to purchase the [Common Share][Series A Share][Non-Voting Equity Share] Shares or other securities, if applicable, issuable upon the exercise of such [Common Share] [Series A Share] [Non-Voting Equity Share] Rights and requests that certificates for such securities be issued in the name of:

______(Name)

______(Address)

______(Social Insurance, Social Security or Other Taxpayer Identification Number)

If such number of [Common Share][Series A Share][Non-Voting Equity Share] Rights shall not be all the [Common Share][Series A Share][Non-Voting Equity Share] Rights evidenced by this [Common Share] [Series A Share] [Non-Voting Equity Share] Rights Certificate, a new [Common Share][Series A Share][Non-Voting Equity Share] Rights Certificate for the balance of such [Common Share][Series A Share][Non-Voting Equity Share] Rights shall be registered in the name of and delivered to:

______(Name)

______(Address)

______(Social Insurance, Social Security or Other Taxpayer Identification Number)

Dated:

104

Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.)

(To be completed if true)

The undersigned hereby represents, for the benefit of all holders of [Common Share] [Series A Share] [Non-Voting Equity Share] Rights and [Common Share] [Series A Share] [Non-Voting Equity Share] Shares, that the [Common Share][Series A Share][Non-Voting Equity Share] Rights evidenced by this [Common Share][Series A Share][Non-Voting Equity Share] Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing (as defined in the Rights Agreement).

Dated: Signature

105

NOTICE

In the event the certification set forth above in the Forms of Assignment and Election to Exercise is not completed, the Company may deem the Beneficial Owner of the [Common Share] [Series A Share][Non-Voting Equity Share] Rights evidenced by this [Common Share][Series A Share] [Non-Voting Equity Share] Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with any of the foregoing (as defined in the Rights Agreement). No [Common Share][Series A Share] [Non-Voting Equity Share] Rights Certificates shall be issued in exchange for a [Common Share][Series A Share][Non-Voting Equity Share] Rights Certificate owned or deemed to have been owned by an Acquiring Person or an Affiliate or Associate thereof.

106

SCHEDULE C – ARTICLES OF ASSOCIATION

HIGH LINER FOODS INCORPORATED (the “Company”) RESOLUTION AMENDING THE ARTICLES OF ASSOCIATION OF THE COMPANY (THE “ARTICLES”)

May 7, 2013

Resolved that: 1. The Articles be amended and restated as provided in Appendix A attached hereto; and,

2. Any Director or Officer of the Company be and is hereby authorized and directed to execute, whether under the corporate seal of the Company or otherwise, and to deliver all documents or instruments in writing and to do all such other acts and things as may be determined necessary or appropriate to carry out the terms of this resolution, the making of such determination to be conclusive evidence of the necessity or appropriateness.

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APPENDIX A

ARTICLES OF ASSOCIATION

HIGH LINER FOODS INCORPORATED

INTERPRETATION

1. In these Articles, unless there be something in the subject or context inconsistent therewith:

(a) “Act” means the Companies Act (Nova Scotia);

(b) “Articles” means these Articles of Association of the Company and all amendments hereto;

(d) “director” means a director of the Company;

(e) “Memorandum” means the Memorandum of Association of the Company and all amendments thereto;

(f) “month” means calendar month;

(g) “Office” means the registered office of the Company;

(h) “person” includes a body corporate;

(i) “proxyholder” includes an alternate proxyholder;

(j) “Register” means the register of members kept pursuant to the Act, and where the context permits includes a branch register of members;

(k) “Registrar” means the Registrar as defined in the Act;

(l) “Secretary” includes any person appointed to perform the duties of the Secretary temporarily;

(m) “sent”, “given”, “delivered” and similar terms in relation to securityholders of the Company shall for greater certainty and without limitation include the “notice and access” method or any other manner of providing information permitted for any such purpose by the Act and applicable securities regulation;

(n) “shareholder” means member as that term is used in the Act in connection with a company limited by shares;

(o) “special resolution” has the meaning assigned by the Act;

(p) “in writing” and “written” includes printing, lithography and other modes of representing or reproducing words in visible form;

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(q) words importing number or gender include all numbers and genders unless the context otherwise requires;

2. The regulations in Table A in the First Schedule to the Act shall not apply to the Company.

3. The directors shall control the shares and, subject to the provisions of these Articles, may allot or otherwise dispose of them to such person at such times, on such terms and conditions and, if the shares have a par value, either at a premium or at par, as they think fit.

4. The directors may pay on behalf of the Company a reasonable commission to any person in consideration of subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company. Subject to the Act, the commission may be paid or satisfied in shares of the Company.

5. On the issue of shares the Company may arrange among the holders thereof differences in the calls to be paid and in the times for their payment.

6. If the whole or part of the allotment price of any shares is, by the conditions of their allotment, payable in instalments, every such instalment shall, when due, be payable to the Company by the person who is at such time the registered holder of the shares.

7. Shares may be registered in the names of joint holders not exceeding three in number.

8. Joint holders of a share shall be jointly and severally liable for the payment of all instalments and calls due in respect of such share. On the death of one or more joint holders of shares the survivor or survivors of them shall alone be recognized by the Company as the registered holder or holders of the shares.

9. Save as herein otherwise provided, the Company may treat the registered holder of any share as the absolute owner thereof and accordingly shall not, except as ordered by a court of competent jurisdiction or required by statute, be bound to recognize any equitable or other claim to or interest in such share on the part of any other person.

CERTIFICATES

10. Certificates of title to shares shall comply with the Act and may otherwise be in such form as the directors may from time to time determine. Unless the directors otherwise determine, every certificate of title to shares shall be signed manually by at least one of the Chairman, President, Secretary, Treasurer, a vice-president, an assistant secretary, any other officer of the Company or any director of the Company or by or on behalf of a share registrar transfer agent or branch transfer agent appointed by the Company or by any other person whom the directors may designate. When signatures of more than one person appear on a certificate all but one may be printed or otherwise mechanically reproduced. All such certificates when signed as provided in this Article shall be valid and binding upon the Company. If a certificate contains a printed or mechanically reproduced signature of a person, the Company may issue the certificate, notwithstanding that the person has ceased to be a director or an officer of the Company and the certificate is as valid as if such person were a director or an officer at the date of its issue. Any certificate representing shares of a class publicly traded on any stock exchange shall be valid and binding on the Company if it complies with the rules of such exchange whether or not it otherwise complies with this Article.

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11. Except as the directors may determine, each shareholder’s shares may be evidenced by any number of certificates so long as the aggregate of the shares stipulated in such certificates equals the aggregate registered in the name of the shareholder.

12. Where shares are registered in the names of two or more persons, the Company shall not be bound to issue more than one certificate or set of certificates, and such certificate or set of certificates shall be delivered to the person first named on the Register.

13. Any certificate that has become worn, damaged or defaced may, upon its surrender to the directors, be cancelled and replaced by a new certificate. Any certificate that has become lost or destroyed may be replaced by a new certificate upon proof of such loss or destruction to the satisfaction of the directors and the furnishing to the Company of such undertakings of indemnity as the directors deem adequate.

14. The sum of one dollar or such other sum as the directors from time to time determine shall be paid to the Company for every certificate other than the first certificate issued to any holder in respect of any share or shares.

15. The directors may cause one or more branch Registers of shareholders to be kept in any place or places, whether inside or outside of Nova Scotia.

CALLS

16. The directors may make such calls upon the shareholders in respect of all amounts unpaid on the shares held by them respectively and not made payable at fixed times by the conditions on which such shares were allotted, and each shareholder shall pay the amount of every call so made to the person and at the times and places appointed by the directors. A call may be made payable by instalments.

17. A call shall be deemed to have been made at the time when the resolution of the directors authorizing such call was passed.

18. At least 14 days’ notice of any call shall be given, and such notice shall specify the time and place at which and the person to whom such call shall be paid.

19. If the sum payable in respect of any call or instalment is not paid on or before the day appointed for the payment thereof, the holder for the time being of the share in respect of which the call has been made or the instalment is due shall pay interest on such call or instalment at the rate of 6% per year or such other rate of interest as the directors may determine from the day appointed for the payment thereof up to the time of actual payment.

20. At the trial or hearing of any action for the recovery of any amount due for any call, it shall be sufficient to prove that the name of the shareholder sued is entered on the Register as the holder or one of the holders of the share or shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that such notice of such call was duly given to the shareholder sued in pursuance of these Articles. It shall not be necessary to prove the appointment of the directors who made such call or any other matters whatsoever and the proof of the matters stipulated shall be conclusive evidence of the debt.

21. The directors may receive from any shareholder willing to advance it all or any part of the amount due upon shares held by such shareholder beyond the sums called for; and upon the amount so paid or satisfied in advance or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made the Company

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may pay interest at such rate or permit such participation in profits upon the amount so paid or satisfied in advance as the shareholder paying such sum in advance and the directors agree.

FORFEITURE OF SHARES

22. If any shareholder fails to pay any call or instalment on or before the day appointed for payment, the directors may at any time thereafter while the call or instalment remains unpaid serve a notice on such shareholder requiring payment thereof together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

23. The notice shall name a day (not being less than 14 days after the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses are to be paid. The notice shall also state that, in the event of non-payment on or before the day and at the place or one of the places so named, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited.

24. If the requirements of any such notice are not complied with, any shares in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

25. When any share has been so forfeited, notice of the resolution shall be given to the shareholder in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture shall be made in the Register.

26. Any share so forfeited shall be deemed the property of the Company and the directors may sell, re- allot or otherwise dispose of it in such manner as they think fit.

27. The directors may at any time before any share so forfeited has been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit.

28. Any shareholder whose shares have been forfeited shall nevertheless be liable to pay and shall forthwith pay to the Company all calls, instalments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture together with interest thereon at the rate of 9% per year or such other rate of interest as the directors may determine from the time of forfeiture until payment. The directors may enforce such payment if they think fit, but are under no obligation to do so.

29. A certificate signed by the Secretary stating that a share has been duly forfeited on a specified date in pursuance of these Articles and the time when it was forfeited shall be conclusive evidence of the facts therein stated as against any person who would have been entitled to the share but for such forfeiture.

LIEN ON SHARES

30. The Company shall have a first and paramount lien upon all shares (other than fully paid-up shares) registered in the name of a shareholder (whether solely or jointly with others) and upon the proceeds from the sale thereof for debts, liabilities and other engagements of the shareholder, solely or jointly with any other person, to or with the Company, whether or not the period for the payment, fulfilment or discharge thereof has actually arrived, and such lien shall extend to all dividends declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of any lien of the Company on such shares.

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31. For the purpose of enforcing such lien the directors may sell the shares subject to it in such manner as they think fit, but no sale shall be made until the period for the payment, fulfilment or discharge of such debts, liabilities or other engagements has arrived, and until notice in writing of the intention to sell has been given to such shareholder or the shareholder’s executors or administrators and default has been made by them in such payment, fulfilment or discharge for seven days after such notice.

32. The net proceeds of any such sale after the payment of all costs shall be applied in or towards the satisfaction of such debts, liabilities or engagements and the residue, if any, paid to such shareholder.

VALIDITY OF SALES

33. Upon any sale after forfeiture or to enforce a lien in purported exercise of the powers given by these Articles the directors may cause the purchaser’s name to be entered in the Register in respect of the shares sold, and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money, and after the purchaser’s name has been entered in the Register in respect of such shares the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

TRANSFER OF SHARES

34. The instrument of transfer of any share in the Company shall be signed by the transferor. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof and shall be entitled to receive any dividend declared thereon before the registration of the transfer.

35. The instrument of transfer of any share shall be in writing in the following form or to the following effect:

For value received, hereby sell, assign, and transfer unto , shares in the capital of the Company represented by the within certificate, and do hereby irrevocably constitute and appoint attorney to transfer such shares on the books of the Company with full power of substitution in the premises.

Dated the day of ,

Witness:

or in such other form as the directors may approve. Acceptance of an instrument of transfer by the directors shall be conclusive evidence that the instrument of transfer is in compliance with this Article.

36. The directors may, without assigning any reason therefore, decline to register any transfer of shares

(a) not fully paid-up or upon which the Company has a lien, or

(b) the transfer of which is restricted by any agreement to which the Company is a party.

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37. Every instrument of transfer shall be left for registration at the Office of the Company, or at any office of its transfer agent where a Register is maintained, together with the certificate of the shares to be transferred and such other evidence as the Company may require to prove title to or the right to transfer the shares.

38. The directors may require that a fee determined by them be paid before or after registration of any transfer.

39. Every instrument of transfer shall, after its registration, remain in the custody of the Company. Any instrument of transfer that the directors decline to register shall, except in case of fraud, be returned to the person who deposited it.

TRANSMISSION OF SHARES

40. The executors or administrators of a deceased shareholder (not being one of several joint holders) shall be the only persons recognized by the Company as having any title to the shares registered in the name of such shareholder. When a share is registered in the names of two or more joint holders, the survivor or survivors or the executors or administrators of the deceased survivor, shall be the only persons recognized by the Company as having any title to, or interest in, such share.

41. Notwithstanding anything in these Articles, if the Company has only one shareholder (not being one of several joint holders) and that shareholder dies, the executors or administrators of the deceased shareholder shall be entitled to register themselves in the Register as the holders of the shares registered in the name of the deceased shareholder whereupon they shall have all the rights given by these Articles and by law to shareholders.

42. Any person entitled to shares upon the death or bankruptcy of any shareholder or in any way other than by allotment or transfer, upon producing such evidence of entitlement as the directors require, may be registered as a shareholder in respect of such shares, or may, without being registered, transfer such shares subject to the provisions of these Articles respecting the transfer of shares. The directors shall have the same right to refuse registration as if the transferee were named in an ordinary transfer presented for registration.

SURRENDER OF SHARES

43. The directors may accept the surrender of any share by way of compromise of any question as to the holder being properly registered in respect thereof. Any share so surrendered may be disposed of in the same manner as a forfeited share.

SHARE WARRANT

44. The Company, with respect to any fully paid-up shares, may issue warrants (“Share Warrants”) stating that the bearer is entitled to the shares therein specified, and may provide, by coupons or otherwise, for the payment of future dividends on the shares included in the Share Warrants.

45. The directors may determine and vary the conditions upon which Share Warrants will be issued and, without limiting the generality of the foregoing, may determine the conditions upon which

(a) a new Share Warrant or coupon will be issued in the place of one worn out, defaced, lost or destroyed, or

(b) the bearer of a Share Warrant will be entitled to attend and vote at general meetings, or

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(c) a Share Warrant may be surrendered and the name of the bearer entered in the Register in respect of the shares therein specified.

Subject to such conditions and to these Articles the bearer of a Share Warrant shall be a shareholder to the full extent. The bearer of a Share Warrant shall be subject to the conditions for the time being in force, whether made before or after the issue of the Share Warrant.

ALTERATION OF CAPITAL

46. Subject to the Act, the Company may by resolution of its shareholders, add, change or remove any provision of its Memorandum to increase its share capital by the creation of new shares of such amount as it thinks expedient.

47. Subject to the Act, the Company may by special resolution, add, change or remove any provision of its Memorandum to:

a) increase its share capital to authorize a new class of shares without nominal or par value, either stating the maximum number of shares of such class that the Company is authorized to issue or, where there is no limit on the number of shares of such class, a statement to that effect;

b) change the maximum number of shares of a class of shares without nominal or par value that the Company is authorized to issue, which may include a change to or from an unlimited number of shares of that class.

c) consolidate and divide all or any of its share capital into shares of larger amounts than its existing shares;

d) change the shares of any classes, whether issued or unissued, into a different number of shares of the same class or into the same or different number of shares of another class;

e) convert all or any of its paid-up shares into stock and reconvert that stock into paid-up shares of any denomination or into shares without nominal or par value;

f) subdivide its shares, or any of them, into shares of smaller amounts than is fixed by the Memorandum, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived, and the special resolution whereby any share is subdivided may determine that as between the holders of the shares resulting from such subdivision, one or more of such shares shall have some preference or special advantage as regards dividend, capital, voting or otherwise, over, or as compared with, the others or other;

g) exchange shares of one denomination for another, including shares without nominal or par value;

h) convert any part of its issued or unissued share capital into preferred shares redeemable or purchasable by the Company;

i) except in the case of preferred shares, convert all or any of its previously authorized unissued or issued and fully paid-up shares with nominal or par value into the same number of shares without any nominal or par value and reduce, maintain or increase accordingly its liability on any of its shares so converted, but the power to reduce its

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liability on any of its shares so converted where it results in a reduction of paid-up capital may only be exercised in accordance with any applicable restriction in the Act;

j) convert all or any of its previously authorized, unissued or issued, fully paid-up shares without nominal or par value into the same or a different number of shares with nominal or par value, and for such purpose the shares issued without nominal or par value and replaced by shares with a nominal or par value shall be considered as fully paid, but their aggregate par value shall not exceed the value of the net assets of the Company as represented by the shares without par value issued before the conversion;

k) change the designation of all or any of its shares and add, change or remove any rights, privileges, restrictions or conditions including rights to accrued dividends, in respect of all or any of the shares, whether issued or unissued; or

l) make any change or do anything which is permitted by, or not restricted by, the Act

48. Subject to the Act, the Company may by resolution of its shareholders, add, change or remove any provision of its Memorandum to cancel shares that at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the share so cancelled.

49. Where the shares of a class are issued in series, and any designation, rights, privileges, restrictions or conditions attaching to any series of such shares are set out in the Memorandum, all provisions of these Articles respecting the creation, amendment, exchange, cancellation or other change of shares of any class, apply thereto.

50. Subject to the Act and the restrictions on allotment and issuance in these Articles and the Memorandum, any shares authorized to be issued may be issued upon such terms and conditions and with such rights, privileges, limitations, restrictions and conditions attached thereto as the Company by resolution of its shareholders shall direct or, if no direction is given, as the directors determine, and in particular such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company, and with a special right, or without any right, of voting.

51. Except as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to payment of calls and instalments, transfer and transmission, forfeiture, surrender, lien and otherwise.

CAPITAL ACCOUNTS

52. The Company shall maintain (failing which it shall be deemed to maintain) a capital account for each class or series of shares and shall add such amounts to and deduct such amounts from each capital account as may be required by the Act or these Articles. Where, in respect of the issuance of shares of a class or series without nominal or par value, the Act or other law permits the Company to add to the capital account maintained therefore the whole or any part of the amount of the consideration received for such shares, the directors may, subject to any consent required under the Act, determine the amount to be so added in respect of the issuance of the shares, and for greater certainty, such determination may be made at any time, including after the issuance of the shares.

53. Subject to the Act, the Company may, at any time, add to a capital account maintained or deemed to be maintained for any class or series of shares of the Company any amount credited to retained earnings, share premium, contributed surplus or other surplus account. Any such addition must be 115

approved by special resolution of the shareholders where the amount to be added was not received by the Company as consideration for the issue of shares of that class or series and the Company has issued any outstanding shares of more than one class or series, and if so approved need not be approved by the directors. Any determination by the directors as to the amount of the retained earnings, share premium, contributed surplus or other surplus account of the Company available to be added to any capital account shall be conclusive.

REDUCTION OF CAPITAL

54. Subject to the Act, the provisions of this Article and the rights, if any, under the Act or other applicable law of the holders of shares of any class or series of shares to vote separately as a class or series thereon, the Company may reduce all or a portion of the paid-up capital on a class or series of shares, or certain shares of such class or series of shares, in any way and for any purpose. Where such reduction of paid-up capital is so authorized, the shareholders approving such reduction may in such authorizing resolution determine when the paid-up capital shall be reduced on the shares of the particular class or series of shares, or certain shares of such class or series of shares, the amount of paid-up capital to be reduced on each such share (where such does not necessarily follow from the determination of the amount reduced on the class or series as a whole) and the manner in which and purpose for which such reduction shall be effected. If the shareholders fail to determine any such matter in such resolution they may subsequently determine such matter by special resolution, failing which the directors, or such persons as may be authorized by the shareholders by special resolution, may make any such determination or determinations not inconsistent with a prior determination of the shareholders as may be necessary or desirable from time to time. The manner in which or purpose for which the reduction shall be effected may include, without limitation, any of the following:

a) reducing or extinguishing any liability of the holders of any shares of any class or series including, without limitation, extinguishing or reducing the liability on any of such shares not paid-up;

b) either with or without extinguishing or reducing liability on shares of any class or series, paying or distributing to the holder of an issued share of any such class or series of shares an amount not exceeding the paid-up capital thereof;

c) declaring its paid-up capital to be reduced, without payment or distribution, by an amount that is lost or unrepresented by realizable assets, or by such other amount as the Company may see fit;

d) paying cash or transferring other property;

e) issuing debenture stock, debentures, bonds, securities, promissory notes or other indebtedness;

f) increasing any share premium, contributed surplus or other surplus account; or

g) providing a sinking fund on any terms thought fit for the redemption, purchase or acquisition of shares of any class or series.

55. Without limiting the foregoing but subject to the Act and any provisions attached to such shares, the Company may redeem, purchase or acquire any of its shares and the directors may determine the manner and the terms for redeeming, purchasing or acquiring such shares and may provide a sinking fund on such terms as they think fit for the redemption, purchase or acquisition of shares of any class or series.

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56. The amount of the reduction in the paid-up capital of the class or series of shares, or certain shares of such class or series of shares, including upon the purchase or redemption of any shares acquired by the Company, shall be recorded, or shall be deemed to have been recorded, in the accounts of the Company maintained or deemed to be maintained for such class or series of shares. Where the Company has issued more than one class or series of shares, the special resolution authorizing the reduction in paid-up capital must specify the capital account or accounts from which the paid-up capital returned, cancelled or otherwise extinguished will be deducted.

INTEREST ON SHARE CAPITAL

57. The Company may pay interest at a rate not exceeding 6% per year on share capital issued and paid-up for the purpose of raising funds to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be operated profitably for a lengthy period of time. Such interest may be paid for such period and may be charged to capital as part of the cost of construction of the work or building or of the provision of the plant. The payment of the interest shall not operate to reduce the amount paid-up on the shares in respect of which it is paid. The accounts of the Company shall show full particulars of the payment during the period to which the accounts relate.

CLASSES AND SERIES OF SHARES

58. Subject to the Act and the Memorandum, and without prejudice to any special rights previously conferred on the holders of existing shares, any share may be issued with such preferred, deferred or other special rights, or with such restrictions, whether in regard to dividends, voting, return of share capital or otherwise, as the Company may from time to time determine by special resolution.

MEETINGS AND VOTING BY CLASS OR SERIES

59. Where the holders of shares of a class or series have, under the Act, the Memorandum, the terms or conditions attaching to such shares or otherwise, the right to vote separately as a class in respect of any matter then, except as provided in the Act, the Memorandum, these Articles or such terms or conditions, all the provisions in these Articles concerning general meetings (including, without limitation, provisions respecting notice, quorum and procedure) shall, mutatis mutandis, apply to every meeting of holders of such class or series of shares convened for the purpose of such vote.

60. Unless the rights, privileges, terms or conditions attached to a class or series of shares provide otherwise, such class or series of shares shall not have the right to vote separately as a class or series upon an amendment to the Memorandum or Articles to:

(a) increase or decrease any maximum number of authorized shares of such class or series, or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the shares of such class or series;

(b) effect an exchange, reclassification or cancellation of all or part of the shares of such class or series; or

BORROWING POWERS

61. The directors on behalf of the Company may:

(a) raise or borrow money for the purposes of the Company or any of them;

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(b) secure the repayment of funds so raised or borrowed in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the execution and delivery of mortgages of the Company’s real or personal property, or by the issue of bonds, debentures or other securities of the Company secured by mortgage or other charge upon all or any part of the property of the Company, both present and future including its uncalled capital for the time being;

(c) sign or endorse bills, notes, acceptances, cheques, contracts, and other evidence of or securities for funds borrowed or to be borrowed for the purposes aforesaid;

(d) pledge debentures as security for loans;

(e) guarantee obligations of any person.

62. Bonds, debentures and other securities may be made assignable, free from any equities between the Company and the person to whom such securities were issued.

63. Any bonds, debentures and other securities may be issued at a discount, premium or otherwise and with special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of directors and other matters.

GENERAL MEETINGS

64. Ordinary general meetings of the Company shall be held at least once in every calendar year at such time and place as may be determined by the directors and not later than 15 months after the preceding ordinary general meeting. All other meetings of the Company shall be called special general meetings. Ordinary or special general meetings may be held either within or without the Province of Nova Scotia.

65. The President, a vice-president or the directors may at any time convene a special general meeting, and the directors, upon the requisition of shareholders in accordance with the Act shall forthwith proceed to convene such meeting or meetings to be held at such time and place or times and places as the directors determine.

66. The requisition shall state the objects of the meeting requested, be signed by the requisitionists and deposited at the Office of the Company. It may consist of several documents in like form each signed by one or more of the requisitionists.

67. At least seven clear days’ notice, or such longer period of notice as may be required by the Act, of every general meeting, specifying the place, day and hour of the meeting and, when special business is to be considered, the general nature of such business, shall be given to the shareholders entitled to be present at such meeting by notice given as permitted by these Articles. With the consent in writing of all the shareholders entitled to vote at such meeting, a meeting may be convened by a shorter notice and in any manner they think fit, or notice of the time, place and purpose of the meeting may be waived by all of the shareholders.

68. The accidental omission to give notice to a shareholder, or non-receipt of notice by a shareholder, shall not invalidate any resolution passed at any general meeting.

RECORD DATES

69. (1) The directors may fix in advance a date as the record date for the determination of shareholders

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(a) entitled to receive payment of a dividend or entitled to receive any distribution;

(b) entitled to receive notice of a meeting; or

(2) If no record date is fixed, the record date for the determination of shareholders entitled to receive notice of a meeting shall be the day immediately preceding the day on which the notice is given, or, if no notice is given, the day on which the meeting is held; and

for any other purpose shall be the day on which the directors pass the resolution relating to the particular purpose.

PROCEEDINGS AT GENERAL MEETINGS

70. The business of an ordinary general meeting shall be to receive and consider the financial statements of the Company and the report of the directors and the report, if any, of the auditors, to elect directors in the place of those retiring and to transact any other business which under these Articles ought to be transacted at an ordinary general meeting.

71. No business shall be transacted at any general meeting unless the requisite quorum is present at the commencement of the business. A corporate shareholder of the Company that has a duly authorized agent or representative present at any such meeting shall for the purpose of this Article be deemed to be personally present at such meeting.

72. Two shareholders personally present and entitled to vote shall be a quorum for a general meeting for the choice of a Chairman and the adjournment of the meeting. For all other purposes the quorum for a general meeting shall be two shareholders personally present and entitled to vote and holding or representing by proxy not less than one-tenth in number of such of the issued shares of the Company as confer upon the holders thereof the right to vote at such meeting.

73. The Chairman shall be entitled to take the chair at every general meeting or, if there be no Chairman, or if the Chairman is not present within fifteen 15 minutes after the time appointed for holding the meeting, the President or, failing the President, a vice-president shall be entitled to take the chair. If the Chairman, the President or a vice-president is not present within 15 minutes after the time appointed for holding the meeting or if all such persons present decline to take the chair, the shareholders present entitled to vote at the meeting shall choose another director as chairman and if no director is present or if all the directors present decline to take the chair, then such shareholders shall choose one of their number to be chairman.

74. If within half an hour from the time appointed for a general meeting a quorum is not present, the meeting, if it was convened pursuant to a requisition of shareholders, shall be dissolved; if it was convened in any other way, it shall stand adjourned to the same day, in the next week, at the same time and place. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the shareholders present shall be a quorum and may hold the meeting.

75. Subject to the Act, at any general meeting a resolution put to the meeting shall be decided by a show of hands unless, either before or on the declaration of the result of the show of hands, a poll is demanded by the chairman, a shareholder or a proxyholder; and unless a poll is so demanded, a declaration by the chairman that the resolution has been carried, carried by a particular majority, lost or not carried by a particular majority and an entry to that effect in the Company’s book of

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proceedings shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

76. When a poll is demanded, it shall be taken in such manner and at such time and place as the chairman directs, and either at once or after an interval or adjournment or otherwise. The result of the poll shall be the resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn. When any dispute occurs over the admission or rejection of a vote, it shall be resolved by the chairman and such determination made in good faith shall be final and conclusive.

77. When there is an equality of votes, either a show or hands or a poll, the Chairman shall have a casting vote in addition to any vote or votes that the Chairman has as a shareholder.

78. The chairman of a general meeting may with the consent of the meeting adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting that was adjourned.

79. Any poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith without adjournment.

80. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

VOTES OF SHAREHOLDERS

81. Subject to the Act and to any provisions attached to any class or series of shares concerning voting rights

(a) on a show of hands every shareholder present in person, every duly authorized representative of a corporate shareholder, and, if not prevented from voting by the Act, every proxyholder, shall have one vote; and

(b) on a poll every shareholder present in person, every duly authorized representative of a corporate shareholder, and every proxyholder, shall have one vote for every share held;

whether or not such representative or proxyholder is a shareholder.

82. Any person entitled to transfer shares upon the death or bankruptcy of any shareholder or in any way other than by allotment or transfer may vote at any general meeting in respect thereof in the same manner as if such person were the registered holder of such shares so long as the directors are satisfied at least 48 hours before the time of holding the meeting of such person’s right to transfer such shares.

83. Where there are joint registered holders of any share, any of such holders may vote such share at any meeting, either personally or by proxy, as if solely entitled to it. If more than one joint holder is present at any meeting, personally or by proxy, the one whose name stands first on the Register in respect of such share shall alone be entitled to vote it. Several executors or administrators of a deceased shareholder in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.

84. Votes may be cast either personally or by proxy or, in the case of a corporate shareholder by a representative duly authorized under the Act.

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85. A proxy shall be in writing and executed in the manner provided in the Act. A proxy or other authority of a corporate shareholder does not require its seal. Holders of Share Warrants shall not be entitled to vote by proxy in respect of the shares included in such warrants unless otherwise expressed in such warrants.

86. A shareholder of unsound mind in respect of whom an order has been made by any court of competent jurisdiction may vote by guardian or other person in the nature of a guardian appointed by that court, and any such guardian or other person may vote by proxy.

87. A proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office of the Company or at such other place as the directors may direct. The directors may, by resolution, fix a time not exceeding 48 hours excluding Saturdays and holidays preceding any meeting or adjourned meeting before which time proxies to be used at that meeting must be deposited with the Company at its Office or with an agent of the Company. Notice of the requirement for depositing proxies shall be given in the notice calling the meeting. The chairman of the meeting shall determine all questions as to validity of proxies and other instruments of authority.

88. A vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous death of the principal, the revocation of the proxy, or the transfer of the share in respect of which the vote is given, provided no intimation in writing of the death, revocation or transfer is received at the Office of the Company before the meeting or by the chairman of the meeting before the vote is given.

89. Every form of proxy shall comply with the Act and its regulations and subject thereto may be in the following form:

I, of being a shareholder of hereby appoint of (or failing him/her of ) as my proxyholder to attend and to vote for me and on my behalf at the ordinary/special general meeting of the Company, to be held on the day of and at any adjournment thereof, or at any meeting of the Company which may be held prior to [insert specified date or event].

[If the proxy is solicited by or behalf of the management of the Company, insert a statement to that effect.]

Dated this day of .

______Shareholder

90. Subject to the Act, no shareholder shall be entitled to be present or to vote on any question, either personally or by proxy, at any general meeting or be reckoned in a quorum while any call is due and payable to the Company in respect of any of the shares of such shareholder.

91. Any resolution passed by the directors, notice of which has been given to the shareholders in the manner in which notices are hereinafter directed to be given and which is, within one month after it has been passed, ratified and confirmed in writing by shareholders entitled on a poll to three- fifths of the votes, shall be as valid and effectual as a resolution of a general meeting. This Article shall not apply to a resolution for winding up the Company or to a resolution dealing with any matter that by statute or these Articles ought to be dealt with by a special resolution or other method prescribed by statute.

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92. A resolution, including a special resolution, in writing and signed by every shareholder who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such shareholders at a meeting and satisfies all of the requirements of the Act respecting meetings of shareholders.

DIRECTORS

93. Unless otherwise determined by resolution of shareholders, the number of directors shall not be less than one or more than seventeen.

94. Notwithstanding anything herein contained the directors of the Company on the date of the adoption of these articles of association shall continue to be the directors of the Company until their successors are appointed or they otherwise cease to be directors in accordance with these Articles. The qualification of a director shall be the holding of at least one share in the Company of a class entitled to vote at general meeting of the Company. A Director may be appointed and act before acquiring a qualifying share, but, unless otherwise approved by the Chairman, if the Director has not acquired it within a reasonable period after of his or her appointment or election, the director shall be deemed to have vacated the office of Director.

95. The directors may be paid out of the funds of the Company as remuneration for their service such sums, if any, as they determine. The directors may also be paid their reasonable travelling, hotel and other expenses incurred in attending meetings of directors and otherwise in the execution of their duties as directors.

96. The continuing directors may act notwithstanding any vacancy in their body, but if their number falls below the minimum permitted, the directors shall not, except in emergencies or for the purpose of filling vacancies, act so long as their number is below the minimum.

97. A director may, in conjunction with the office of director, and on such terms as to remuneration and otherwise as the directors arrange or determine, hold any other office or place of profit under the Company or under any company in which the Company is a shareholder or is otherwise interested.

98. The office of a director shall ipso facto be vacated, if the director:

(a) becomes bankrupt or makes an assignment for the benefit of creditors;

(b) is, or is found by a court of competent jurisdiction to be, of unsound mind;

(d) is removed in the manner provided by these Articles.

99. No director shall be disqualified by holding the office of director from contracting with the Company, either as vendor, purchaser, or otherwise, nor shall any such contract, or any contract or arrangement entered into or proposed to be entered into by or on behalf of the Company in which any director is in any way interested, either directly or indirectly, be avoided, nor shall any director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason only of such director holding that office or of the fiduciary relations thereby established, provided the director makes a declaration or gives a general notice in accordance with the Act. No director shall, as a director, vote in respect of any contract or arrangement in which the director is so interested, and if the director does so vote, such vote shall not be counted. This prohibition may at any time or times be suspended or relaxed to any

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extent by a resolution of the shareholders and shall not apply to any contract by or on behalf of the Company to give to the directors or any of them any security for advances or by way of indemnity.

ELECTION OF DIRECTORS

100. At the dissolution of every ordinary general meeting at which their successors are elected, all the directors shall retire from office and be succeeded by the directors elected at such meeting. Retiring directors shall be eligible for re-election.

101. If at any ordinary general meeting at which an election of directors ought to take place no such election takes place, or if no ordinary general meeting is held in any year or period of years, the retiring directors shall continue in office until their successors are elected.

102. The Company may by resolution of its shareholders elect any number of directors permitted by these Articles and may determine or alter their qualification.

103. The Company may, by special resolution or in any other manner permitted by statute, remove any director before the expiration of such director’s period of office and may, if desired, appoint a replacement to hold office during such time only as the director so removed would have held office.

104. The directors may appoint any other person as a director so long as the total number of directors does not at any time exceed the maximum number permitted. No such appointment, except to fill a casual vacancy, shall be effective unless two-thirds of the directors concur in it. Any casual vacancy occurring among the directors may be filled by the directors, but any person so chosen shall retain office only so long as the vacating director would have retained it if the vacating director had continued as director.

MANAGING DIRECTOR

105. The directors may appoint one or more of their body to be managing directors of the Company, either for a fixed term or otherwise, and may remove or dismiss them from office and appoint replacements.

106. Subject to the provisions of any contract between a managing director and the Company, a managing director shall be subject to the same provisions as to resignation and removal as the other directors of the Company. A managing director who for any reason ceases to hold the office of director shall ipso facto immediately cease to be a managing director.

107. The remuneration of a managing director shall from time to time be fixed by the directors and may be by way of any or all of salary, commission and participation in profits.

108. The directors may from time to time entrust to and confer upon a managing director such of the powers exercisable under these Articles by the directors as they think fit, and may confer such powers for such time, and to be exercised for such objects and purposes and upon such terms and conditions, and with such restrictions as they think expedient; and they may confer such powers either collaterally with, or to the exclusion of, and in substitution for, all or any of the powers of the directors in that behalf; and may from time to time revoke, withdraw, alter or vary all or any of such powers.

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CHAIRMAN OF THE BOARD

109. The directors may elect one of their numbers to be Chairman and may determine the period during which the Chairman is to hold office. The Chairman shall perform such duties and receive such special remuneration as the directors may provide.

PRESIDENT AND VICE-PRESIDENTS

110. The directors shall elect the President of the Company, who need not be a director, and may determine the period for which the President is to hold office. The President shall have general supervision of the business of the Company and shall perform such duties as may be assigned from time to time by the directors.

111. The directors may also elect vice-presidents, who need not be directors, and may determine the periods for which they are to hold office. A vice-president shall, at the request of the President or the directors and subject to the directions of the directors, perform the duties of the President during the absence, illness or incapacity of the President, and shall also perform such duties as may be assigned by the President or the directors.

SECRETARY AND TREASURER

112. The directors shall appoint a Secretary of the Company to keep minutes of shareholders’ and directors’ meetings and perform such other duties as may be assigned by the directors. The directors may also appoint a temporary substitute for the Secretary who shall, for the purposes of these Articles, be deemed to be the Secretary.

113. The directors may appoint a treasurer of the Company to carry out such duties as the directors may assign.

OFFICERS

114. The directors may elect or appoint such other officers of the Company, having such powers and duties, as they think fit.

115. If the directors so decide the same person may hold more than one of the offices provided for in these Articles.

PROCEEDINGS OF DIRECTORS

116. The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings, as they think fit, and may determine the quorum necessary for the transaction of business. Until otherwise determined, one director shall constitute a quorum and may hold a meeting.

117. If all directors of the Company entitled to attend a meeting either generally or specifically consent, a director may participate in a meeting of directors or of a committee of directors by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at that meeting for purposes of these Articles.

118. Meetings of directors may be held either within or without the Province of Nova Scotia and the directors may from time to time make arrangements relating to the time and place of holding

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directors’ meetings, the notices to be given for such meetings and what meetings may be held without notice. Unless otherwise provided by such arrangements:

(a) A meeting of directors may be held at the close of every ordinary general meeting of the Company without notice.

(b) Notice of every other directors’ meeting may be given as permitted by these Articles to each director at least 48 hours before the time fixed for the meeting.

(c) A meeting of directors may be held without formal notice if all the directors are present or if those absent have signified their assent to such meeting or their consent to the business transacted at such meeting.

119. The President or any director may at any time, and the Secretary, upon the request of the President or any director, shall summon a meeting of the directors to be held at the Office of the Company. The President, the Chairman or a majority of the directors may at any time, and the Secretary, upon the request of the President, the Chairman or a majority of the directors, shall summon a meeting to be held elsewhere.

120. a) Questions arising at any meeting of directors shall be decided by a majority of votes. When there is an equality of votes the chairman of the meeting shall have a second or casting vote.

b) At any meeting of directors the chairman shall receive and count the vote of any director not present in person at such meeting on any question or matter arising at such meeting whenever such absent director has indicated by telegram, letter or other writing lodged with the chairman of such meeting the manner in which the absent director desires to vote on such question or matter and such question or matter has been specifically mentioned in the notice calling the meeting as a question or matter to be discussed or decided thereat. In respect of any such question or matter so mentioned in such notice any director may give to any other director a proxy authorizing such other director to vote for such first named director at such meeting, and the chairman of such meeting, after such proxy has been so lodged, shall receive and count any vote given in pursuance thereof notwithstanding the absence of the director giving such proxy.

121. If no Chairman is elected, or if at any meeting of directors the Chairman is not present within five minutes after the time appointed for holding the meeting, or declines to take the chair, the President, if a director, shall preside. If the President is not a director, is not present at such time or declines to take the chair, a vice-president who is also a director shall preside. If no person described above is present at such time and willing to take the chair, the directors present shall choose some one of their number to be chairman of the meeting.

122. A meeting of the directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the directors generally.

123. The directors may delegate any of their powers to committees consisting of such number of directors as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the directors.

124. The meetings and proceedings of any committee of directors shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the directors insofar as they are applicable and are not superseded by any regulations made by the directors.

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125. All acts done at any meeting of the directors or of a committee of directors or by any person acting as a director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of the director or person so acting, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

126. A resolution in writing and signed by every director who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such directors at a meeting.

127. If any one or more of the directors is called upon to perform extra services or to make any special exertions in going or residing abroad or otherwise for any of the purposes of the Company or the business thereof, the Company may remunerate the director or directors so doing, either by a fixed sum or by a percentage of profits or otherwise. Such remuneration shall be determined by the directors and may be either in addition to or in substitution for remuneration otherwise authorized by these Articles.

REGISTERS

128. The directors shall cause to be kept at the Company’s Office, physically or by means of a computer terminal or other electronic technology, in accordance with the provisions of the Act a Register of the shareholders of the Company, a register of the holders of bonds, debentures and other securities of the Company and a register of its directors. Branch registers of the shareholders and of the holders of bonds, debentures and other securities may be kept elsewhere, either within or without the Province of Nova Scotia, in accordance with the Act. The transfer books and Register may be closed during such time or times as the directors think fit, not exceeding in the whole thirty days in each year, by giving notice by advertisement in some newspaper circulating in the district in which the Office of the Company is situate.

MINUTES

129. The directors shall cause minutes to be entered in books designated for the purpose:

(a) of all appointments of officers;

(b) of the names of directors present at each meeting of directors and of any committees of directors;

(d) of all resolutions and proceedings of meetings of shareholders and of directors.

Any such minutes of any meeting of directors or of any committee of directors or of shareholders, if purporting to be signed by the chairman of such meeting or by the chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes. The directors shall cause the books containing the minutes of proceedings of any general meeting of the Company to be kept at the Company’s Office or at such other place or places as designated by the directors.

POWERS OF DIRECTORS

130. The management of the business of the Company is vested in the directors who, in addition to the powers and authorities by these Articles or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by statute expressly directed or required to be exercised or done by the shareholders, but subject nevertheless to the provisions of any statute, the Memorandum or these 126

Articles. No modification of the Memorandum or these Articles shall invalidate any prior act of the directors that would have been valid if such modification had not been made.

131. Without restricting the generality of the terms of any of these Articles and without prejudice to the powers conferred thereby, the directors may:

(a) take such steps as they think fit to carry out any agreement or contract made by or on behalf of the Company;

(b) pay costs, charges and expenses preliminary and incidental to the promotion, formation, establishment, and registration of the Company;

(c) purchase or otherwise acquire for the Company any property, rights or privileges that the Company is authorized to acquire, at such price and generally on such terms and conditions as they think fit;

(d) pay for any property, rights or privileges acquired by, or services rendered to the Company either wholly or partially in cash or in shares (fully paid-up or otherwise), bonds, debentures or other securities of the Company;

(e) subject to the Act, secure the fulfilment of any contracts or engagements entered into by the Company by mortgaging or charging all or any of the property of the Company and its unpaid capital for the time being, or in such other manner as they think fit;

(f) appoint, remove or suspend at their discretion such experts, managers, secretaries, treasurers, officers, clerks, agents and servants for permanent, temporary or special services, as they from time to time think fit, and determine their powers and duties and fix their salaries or emoluments and require security in such instances and to such amounts as they think fit;

(g) accept a surrender of shares from any shareholder insofar as the law permits and on such terms and conditions as may be agreed;

(h) appoint any person or persons to accept and hold in trust for the Company any property belonging to the Company, or in which it is interested, execute and do all such deeds and things as may be required in relation to such trust, and provide for the remuneration of such trustee or trustees;

(i) institute, conduct, defend, compound or abandon any legal proceedings by and against the Company, its directors or its officers or otherwise concerning the affairs of the Company, and also compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company;

(j) refer any claims or demands by or against the Company to arbitration and observe and perform the awards;

(k) make and give receipts, releases and other discharges for amounts payable to the Company and for claims and demands of the Company;

(l) determine who may exercise the borrowing powers of the Company and sign on the Company’s behalf bonds, debentures or other securities, bills, notes, receipts, acceptances, assignments, transfers, hypothecations, pledges, endorsements, cheques, drafts, releases, contracts, agreements and all other instruments and documents;

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(m) provide for the management of the affairs of the Company abroad in such manner as they think fit, and in particular appoint any person to be the attorney or agent of the Company with such powers (including power to sub-delegate) and upon such terms as may be thought fit;

(n) invest and deal with any funds of the Company in such securities and in such manner as they think fit; and vary or realize such investments;

(o) subject to the Act, execute in the name and on behalf of the Company in favour of any director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company’s property, present and future, as they think fit;

(p) give any officer or employee of the Company a commission on the profits of any particular business or transaction or a share in the general profits of the Company;

(q) set aside out of the profits of the Company before declaring any dividend such amounts as they think proper as a reserve fund to meet contingencies or provide for dividends, depreciation, repairing, improving and maintaining any of the property of the Company and such other purposes as the directors may in their absolute discretion think in the interests of the Company; and invest such amounts in such investments as they think fit, and deal with and vary such investments, and dispose of all or any part of them for the benefit of the Company, and divide the reserve fund into such special funds as they think fit, with full power to employ the assets constituting the reserve fund in the business of the Company without being bound to keep them separate from the other assets;

(r) make, vary and repeal rules respecting the business of the Company, its officers and employees, the shareholders of the Company or any section or class of them;

(s) enter into all such negotiations and contracts, rescind and vary all such contracts, and execute and do all such acts, deeds and things in the name and on behalf of the Company as they consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company;

(t) provide for the management of the affairs of the Company in such manner as they think fit.

SOLICITORS

132. The Company may employ or retain solicitors any of whom may, at the request or on the instruction of the directors, the Chairman, the President or a managing director, attend meetings of the directors or shareholders, whether or not the solicitor is a shareholder or a director of the Company. A solicitor who is also a director may nevertheless charge for services rendered to the Company as a solicitor.

THE SEAL

133. The directors shall arrange for the safe custody of the common seal of the Company (the “Seal”). The Seal may be affixed to any instrument in the presence of and contemporaneously with the attesting signature of (i) any director or officer acting within such person’s authority or (ii) any person under the authority of a resolution of the directors or a committee thereof. For the purpose of certifying documents or proceedings the Seal may be affixed by any director or the President, a vice-president, the Secretary, an assistant secretary or any other officer of the Company without the authorization of a resolution of the directors. 128

134. The Company may have facsimiles of the Seal which may be used interchangeably with the Seal.

135. The Company may have for use at any place outside the Province of Nova Scotia, as to all matters to which the corporate existence and capacity of the Company extends, an official seal that is a facsimile of the Seal of the Company with the addition on its face of the name of the place where it is to be used; and the Company may by writing under its Seal authorize any person to affix such official seal at such place to any document to which the Company is a party.

DIVIDENDS

136. The directors may from time to time declare such dividend as they deem proper upon shares of the Company according to the rights and restrictions attached to any class or series of shares, and may determine the date upon which such dividend will be payable and that it will be payable to the persons registered as the holders of the shares on which it is declared at the close of business upon a record date. No transfer of such shares registered after the record date shall pass any right to the dividend so declared.

137. No dividends shall be payable except out of the profits, accumulated gains, retained earnings, contributed surplus, share premium, or other surplus account of the Company and no interest shall be payable on any dividend except insofar as the rights attached to any class or series of shares provide otherwise.

138. The declaration of the directors as to the amount of the profits, accumulated gains, retained earnings, contributed surplus, share premium, or other surplus account of the Company shall be conclusive.

139. The directors may from time to time pay to the shareholders such interim dividends as in their judgment the position of the Company justifies.

140. Subject to the Memorandum, these Articles and the rights and restrictions attached to any class or series of shares, dividends may be declared and paid to the shareholders in proportion to the amount of capital paid-up on the shares (not including any capital paid-up bearing interest) held by them respectively.

141. The directors may deduct from the dividends payable to any shareholder amounts due and payable by the shareholder to the Company on account of calls, instalments or otherwise, and may apply the same in or towards satisfaction of such amounts so due and payable.

142. The directors may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

143. The directors may retain the dividends payable upon shares to which a person is entitled or entitled to transfer upon the death or bankruptcy of a shareholder or in any way other than by allotment or transfer, until such person has become registered as the holder of such shares or has duly transferred such shares.

144. When the directors declare a dividend on a class or series of shares and also make a call on such shares payable on or before the date on which the dividend is payable, the directors may retain all or part of the dividend and set off the amount retained against the call.

145. The directors may declare that a dividend be paid wholly or in part by the issuance of a promissory note or other indebtedness, the distribution of cash, paid-up shares (in the case of shares with a nominal or par value, either at par or at a premium), debentures, debenture stock, bonds or other

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securities of the Company or of any other company or any other specific assets held or to be acquired by the Company or in any one or more of such ways.

146. If shares of the Company are issued in payment of a dividend, the declared amount of the dividend stated as an amount of money shall be added to the capital account maintained or deemed to be maintained for the shares of the class or series issued in payment of the dividend.

147. The directors may settle any difficulty that may arise in regard to the distribution of a dividend as they think expedient, and in particular without restricting the generality of the foregoing may issue fractional certificates, may fix the value for distribution of any specific assets, may determine that cash payments will be made to any shareholders upon the footing of the value so fixed or that fractions may be disregarded in order to adjust the rights of all parties, and may vest cash or specific assets in trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the directors.

148. Any person registered as a joint holder of any share may give effectual receipts for all dividends and payments on account of dividends in respect of such share.

149. Unless otherwise determined by the directors, any dividend may be paid by a cheque or warrant delivered to or sent through the post to the registered address of the shareholder entitled, or, when there are joint holders, to the registered address of that one whose name stands first on the register for the shares jointly held. Every cheque or warrant so delivered or sent shall be made payable to the order of the person to whom it is delivered or sent. The mailing or other transmission to a shareholder at the shareholder’s registered address (or, in the case of joint shareholders at the address of the holder whose name stands first on the register) of a cheque payable to the order of the person to whom it is addressed for the amount of any dividend payable in cash after the deduction of any tax which the Company has properly withheld, shall discharge the Company’s liability for the dividend unless the cheque is not paid on due presentation. If any cheque for a dividend payable in cash is not received, the Company shall issue to the shareholder a replacement cheque for the same amount on such terms as to indemnity and evidence of non-receipt as the directors may impose. No shareholder may recover by action or other legal process against the Company any dividend represented by a cheque that has not been duly presented to a banker of the Company for payment or that otherwise remains unclaimed for 6 years from the date on which it was payable.

ACCOUNTS

150. The directors shall cause proper books of account to be kept of the amounts received and expended by the Company, the matters in respect of which such receipts and expenditures take place, all sales and purchases of goods by the Company, and the assets, credits and liabilities of the Company.

151. The books of account shall be kept at the head office of the Company or at such other place or places as the directors may direct.

152. The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions the accounts and books of the Company or any of them shall be open to inspection of the shareholders, and no shareholder shall have any right to inspect any account or book or document of the Company except as conferred by statute or authorized by the directors or a resolution of the shareholders.

153. At the ordinary general meeting in every year the directors shall lay before the Company such financial statements and reports in connection therewith as may be required by the Act or other

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applicable statute or regulation thereunder and shall distribute copies thereof at such times and to such persons as may be required by statute or regulation.

AUDITORS AND AUDIT

154. Except in respect of a financial year for which the Company is exempt from audit requirements in the Act, the Company shall at each ordinary general meeting appoint an auditor or auditors to hold office until the next ordinary general meeting. If at any general meeting at which the appointment of an auditor or auditors is to take place and no such appointment takes place, or if no ordinary general meeting is held in any year or period of years, the directors shall appoint an auditor or auditors to hold office until the next ordinary general meeting.

155. The directors may fill any casual vacancy in the office of the auditor but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act.

156. The Company may appoint as auditor any person, including a shareholder, not disqualified by statute.

157. An auditor may be removed or replaced in the circumstances and in the manner specified in the Act.

158. The remuneration of the auditors shall be fixed by the shareholders, or by the directors pursuant to authorization given by the shareholders, except that the remuneration of an auditor appointed to fill a casual vacancy may be fixed by the directors.

159. The auditors shall conduct such audit as may be required by the Act and their report, if any, shall be dealt with by the Company as required by the Act.

NOTICES

160. A notice (including any communication or document) shall be sufficiently given, delivered or served by the Company upon a shareholder, director, officer or auditor by personal delivery at such person’s registered address (or, in the case of a director, officer or auditor, last known address) or by prepaid mail, telegraph, telex, facsimile machine or other electronic means of communication addressed to such person at such address.

161. Shareholders having no registered address shall not be entitled to receive notice.

162. The holder of a share warrant shall not, unless otherwise expressed therein, be entitled in respect thereof to notice of any general meeting of the Company.

163. All notices with respect to registered shares to which persons are jointly entitled may be sufficiently given to all joint holders thereof by notice given to whichever of such persons is named first in the Register for such shares.

164. Any notice sent by mail shall be deemed to be given, delivered or served on the earlier of actual receipt and the third business day following that upon which it is mailed, and in proving such service it shall be sufficient to prove that the notice was properly addressed and mailed with the postage prepaid thereon. Any notice given by electronic means of communication shall be deemed to be given when entered into the appropriate transmitting device for transmission. A certificate in writing signed on behalf of the Company that the notice was so addressed and mailed or transmitted shall be conclusive evidence thereof.

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165. Every person who by operation of law, transfer or other means whatsoever becomes entitled to any share shall be bound by every notice in respect of such share that prior to such person’s name and address being entered on the Register was duly served in the manner hereinbefore provided upon the person from whom such person derived title to such share.

166. Any notice delivered, sent or transmitted to the registered address of any shareholder pursuant to these Articles, shall, notwithstanding that such shareholder is then deceased and that the Company has notice thereof, be deemed to have been served in respect of any registered shares, whether held by such deceased shareholder solely or jointly with other persons, until some other person is registered as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice on the heirs, executors or administrators of the deceased shareholder and all joint holders of such shares.

167. Any notice may bear the name or signature, manual or reproduced, of the person giving the notice written or printed.

168. When a given number of days’ notice or notice extending over any other period is required to be given, the day of service and the day upon which such notice expires shall not, unless it is otherwise provided, be counted in such number of days or other period.

EXECUTION OF DOCUMENTS AND INSTRUMENTS

169. Deeds, transfers, assignments, contracts, obligations, certificates and other instruments and documents of any description whatsoever shall be effectively authorized by and signed on behalf of the Company if signed by any director or officer acting within such person's authority, whether under seal or otherwise as such signatories may see fit. In addition, the board of directors or the shareholders may from time to time by resolution direct the manner in which and the person or persons by whom any particular document or instrument or class of documents or instruments may or shall be signed. Any articles, notice, resolution, requisition, statement or other document or instrument required or permitted to be executed by more than one person may be executed in several documents or instruments of like form each of which is executed by one or more of such persons, and such documents or instruments, when duly executed by all persons required or permitted, as the case may be, to do so, shall be deemed to constitute one document for all relevant purposes. The secretary or any other officer or any director may sign certificates and similar instruments on the Company's behalf with respect to any factual matters relating to the Company's business and affairs, including certificates verifying copies of the constating documents, resolutions and minutes of meetings of the Company.

INDEMNITY

170. Every director or officer, former director or officer, or person who acts or acted at the Company’s request as a director or officer of a body corporate, partnership or other association of which the Company is or was a shareholder, partner, member or creditor, and his heirs and legal representatives, in the absence of any dishonesty on such person’s part, shall be indemnified by the Company against, and it shall be the duty of the directors out of the funds of the Company to pay all costs, losses and expenses, including an amount paid to settle an action or claim or satisfy a judgement, that such director, officer or person may incur or become liable to pay in respect of any claim made against him or civil, criminal or administrative active or proceeding to which such director, officer or person is made a party by reason of being or having been a director or officer of the Company or such body corporate, partnership or other association, whether the Company is a claimant or party to such action or proceeding or otherwise; and the amount for which such indemnity is proved shall immediately attach as a lien on the property of the Company and have priority as against the members over all claims.

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171. No director or officer, former director or officer, or person who acts or acted at the Company’s request as a director or officer of a body corporate, partnership or other association of which the Company is or was a shareholder, partner, member or creditor, in the absence of any dishonesty on such person’s part, shall be liable for the acts, receipts, neglects or defaults of any other director, officer or such person, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Company through the insufficiency of deficiency of title to any property acquired for or on behalf of the Company, or through the insufficiency or deficiency of any security in or upon which any of the moneys of the Company are invested, or for any loss or damage arising from the bankruptcy , insolvency or tortuous acts of any person with whom any moneys, securities or effects of the Company shall be deposited, or for any loss occasioned by error of judgement or oversight, whether gross or otherwise, on the part of such person, or for any loss, damage or misfortune whatsoever which shall happen in the execution of the duties of such person’s office or in relation thereto.

REMINDERS

172. The directors shall comply with the following provisions of the Act or the Corporations Registration Act (Nova Scotia) where indicated:

(a) Keep a current register of shareholders (Section 42).

(b) Keep a current register of directors, officers and managers, send to the Registrar a copy thereof and notice of all changes therein (Section 98).

(d) Send notice to the Registrar of any redemption or purchase of preference shares (Section 50).

(e) Send notice to the Registrar of any consolidation, division, conversion or reconversion of the share capital or stock of the Company (Section 53).

(f) Send notice to the Registrar of any increase of capital (Section 55).

(g) Call a general meeting every year within the proper time (Section 83). Meetings must be held not later than 15 months after the preceding general meeting.

(h) Send to the Registrar copies of all special resolutions (Section 88).

(i) Send to the Registrar notice of the address of the Company’s registered Office and of all changes in such address (Section 79).

(j) Keep proper minutes of all shareholders’ meetings and directors’ meetings in the Company’s minute book kept at the Company’s registered Office (Sections 89 and 90).

(k) Obtain a certificate under the Corporations Registration Act (Nova Scotia) as soon as business is commenced.

(l) Send notice of recognized agent to the Registrar under the Corporations Registration Act (Nova Scotia).

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