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Notice of Meeting & Management Information Circular for an Annual THE NORTH WEST COMPANY INC. Notice of Meeting & Management Information Circular for an Annual General and Special Meeting of Shareholders of The North West Company Inc. APRIL 11, 2018 7MAY201822422574 The North West Company Inc. April 11, 2018 Dear Shareholder: You are invited to attend an annual general and special meeting (the ‘‘Meeting’’) of the shareholders of the common voting shares and variable voting shares of The North West Company Inc. (‘‘North West’’) to be held in the Muriel Richardson Auditorium, Winnipeg Art Gallery, 300 Memorial Boulevard, Winnipeg, Manitoba on Wednesday, June 13, 2018 at 11:30 a.m. (Central Time). This Notice of Meeting and Management Information Circular (the ‘‘Circular’’) describes the business to be conducted at the Meeting, the resolutions to be voted upon and the voting process, and provides information on executive compensation and corporate governance at North West. We hope that you will take the time to read the Circular in advance of the Meeting as it provides background information that will help you exercise your right to vote on a number of important matters. We encourage you to exercise your vote by voting as outlined in the accompanying Circular. You can find our 2017 Annual Report, which includes our consolidated financial statements and the auditor’s report to shareholders for the financial year ended January 31, 2018, and the Management’s Discussion and Analysis, on our website at www.northwest.ca or on SEDAR at www.sedar.com. The Meeting also presents an opportunity for you to meet and ask questions of the Board of Directors of North West and the senior management team. At the end of the formal portion of the Meeting, there will be a presentation on our progress during the past year and first quarter of this year, and a question and answer period. At the Meeting, you will also be asked to consider and vote upon: • approval of a special resolution (the full text of which is set out under the heading ‘‘Business of the Meeting — Approval of Amendment to Articles’’) to amend our articles of arrangement (‘‘Articles’’) to increase the maximum number of directors from twelve to thirteen; • the election of the directors of North West, who will serve until the next annual general meeting of shareholders; • the appointment of PricewaterhouseCoopers LLP as external auditor, who will serve until the next annual general meeting of shareholders, and to authorize the directors to set the auditor’s compensation; • an advisory resolution on North West’s approach to executive compensation; and • approval of the First Amended and Restated Performance Share Unit Plan (the ‘‘PSU Plan’’). On behalf of the Board of Directors, we would like to thank you for your continued support of North West. We look forward to seeing you at the Meeting. Sincerely, ‘‘H. Sanford Riley’’ ‘‘Edward S. Kennedy’’ H. Sanford Riley Edward Kennedy Chairman of the Board President and Chief Executive Officer The North West Company Inc. Notice of Annual General and Special Meeting of Shareholders You are invited to the 2018 Annual General and Special Meeting of common and variable voting shareholders (the ‘‘Meeting’’) of The North West Company Inc. (‘‘North West’’). Date: Wednesday, June 13, 2018 Place: Muriel Richardson Auditorium Winnipeg Art Gallery Time: 11:30 a.m. (Central Time) 300 Memorial Boulevard Winnipeg, Manitoba The Meeting will have the following purposes: 1. to receive North West’s consolidated annual financial statements for the year ended January 31, 2018, including the external auditor’s report; 2. to consider, and if thought appropriate, to approve by special resolution an amendment to the Articles to increase the maximum number of directors from twelve to thirteen; 3. to elect the directors of North West, who will serve until the next annual general meeting of shareholders; 4. to appoint PricewaterhouseCoopers LLP as external auditor, who will serve until the next annual general meeting of shareholders, and to authorize the directors to set the auditor’s compensation; 5. to consider an advisory resolution on North West’s approach to executive compensation disclosed in the Management Information Circular dated April 11, 2018 (the ‘‘Circular’’); 6. to consider, and if thought appropriate, to approve by ordinary resolution the First Amended and Restated Performance Share Unit Plan; and 7. to consider any other business which may be properly brought before the Meeting, and any and all adjournments thereof. The accompanying Circular provides detailed information relating to the above matters. You have the right to vote at the Meeting as set out in the Circular if you are a holder of North West common voting shares or variable voting shares as of the close of business on May 9, 2018. For those shareholders who cannot attend the Meeting, North West has made arrangements to provide a live webcast of the Meeting. Details on how shareholders may view the webcast can be found at www.northwest.ca and will also be provided in a media release prior to the Meeting. Shareholders viewing the webcast will not be permitted to vote through the webcast facilities. BY ORDER OF THE BOARD OF DIRECTORS OF THE NORTH WEST COMPANY INC. ‘‘Amanda Sutton’’ Winnipeg, Manitoba Amanda Sutton April 11, 2018 Vice President, Legal and Corporate Secretary The North West Company Inc. The North West Company Inc. Management Information Circular TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS 1 ELECTING OUR BOARD OF NON-GAAP FINANCIAL MEASURES 2 DIRECTORS 14 ADVISORY RESOLUTION ON PART I — VOTING INFORMATION 2 EXECUTIVE COMPENSATION WHAT MATTERS WILL I BE VOTING APPROACH 14 UPON? 2 APPROVAL OF FIRST AMENDED AND WHO CAN VOTE? 2 RESTATED PERFORMANCE SHARE REGISTERED SHAREHOLDERS 3 UNIT PLAN 15 NON-REGISTERED BENEFICIAL OTHER BUSINESS 18 SHAREHOLDERS 3 HOW DO I VOTE IF I AM A PART III — DIRECTOR REGISTERED SHAREHOLDER? 3 INFORMATION 19 VOTING BY PROXY 3 DIRECTOR NOMINEES 19 VOTING IN PERSON 4 DIRECTOR COMPENSATION 32 INSTRUCTIONS FOR REGISTERED DIRECTOR FEES 32 SHAREHOLDERS 4 DIRECTOR DEFERRED SHARE UNIT HOW DO I VOTE IF I AM A PLAN 33 NON-REGISTERED BENEFICIAL DIRECTOR TOTAL COMPENSATION SHAREHOLDER? 6 FOR FISCAL 2017 35 IS MY VOTE CONFIDENTIAL? 7 DIRECTOR SHARE OWNERSHIP HOW MANY SHARES ARE ENTITLED REQUIREMENTS 36 TO VOTE? 7 CORPORATE GOVERNANCE 37 ARE THERE ANY PRINCIPAL INTRODUCTION 37 HOLDERS OF SHARES? 8 ABOUT THE BOARD 37 RESTRICTIONS ON VOTING 8 BOARD NOMINATION, SOLICITATION OF PROXIES 11 COMPOSITION AND RENEWAL 40 HOW IS A VOTE PASSED? 11 DIVERSITY OF NORTH WEST WILL THERE BY ANY OTHER MANAGEMENT 43 BUSINESS CONDUCTED AT THE DIRECTOR REQUIREMENTS AND MEETING? 11 EXPECTATIONS 43 DIRECTOR DEVELOPMENT AND PART II — BUSINESS OF THE ASSESSMENT 45 MEETING 11 COMMUNICATION WITH RECEIVING OUR ANNUAL SHAREHOLDERS 47 CONSOLIDATED FINANCIAL CORPORATE CEASE ORDERS OR STATEMENTS 11 BANKRUPTCIES 48 APPOINTING OUR AUDITOR 12 AUDIT FEES 12 PART IV — COMPENSATION PRE-APPROVAL POLICIES AND DISCUSSION AND ANALYSIS 49 PROCEDURES 13 LETTER TO OUR SHAREHOLDERS 49 APPROVAL OF AMENDMENT TO INTRODUCTION 51 ARTICLES 13 COMPENSATION GOVERNANCE 51 EXECUTIVE COMPENSATION ADDITIONAL INFORMATION ON PHILOSOPHY 52 EQUITY COMPENSATION PLANS 78 SHAREHOLDER RETURN AND TERMINATION AND CHANGE OF EXECUTIVE COMPENSATION 53 CONTROL BENEFITS 79 DESIGN OF COMPENSATION INDEBTEDNESS OF DIRECTORS AND PROGRAM AND ROLE OF EXECUTIVES 85 COMPENSATION CONSULTANTS 55 DIRECTOR AND OFFICER LIABILITY ELEMENTS OF 2017 EXECUTIVE INSURANCE 86 COMPENSATION 57 INTEREST OF INFORMED PERSONS IN ANNUAL BASE SALARY 58 MATERIAL TRANSACTIONS 86 SHORT TERM INCENTIVE PLAN (‘‘STIP’’) 58 PART V — ADDITIONAL LONG TERM INCENTIVE PLANS INFORMATION 86 (‘‘LTIP’’) 59 PART VI — DIRECTORS’ OTHER ELEMENTS OF 2017 APPROVAL 87 COMPENSATION 63 RISK MANAGEMENT 65 Schedule ‘‘A’’ — First Amended and EXECUTIVE COMPENSATION Restated Performance Share Unit CLAWBACK POLICY 66 Plan A-1 HEDGING AND SPECULATIVE Schedule ‘‘B’’ — Mandate of the TRADING 66 Board of Directors B-1 2017 PERFORMANCE AND Schedule ‘‘C’’ — Human Resources, COMPENSATION 67 Compensation and Pension SUMMARY COMPENSATION Committee Mandate C-1 TABLE 67 OUTSTANDING EQUITY-BASED AWARDS 74 SHARE OWNERSHIP GUIDELINES 75 SUMMARY OF SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 76 The North West Company Inc. Management Information Circular FORWARD-LOOKING STATEMENTS This management information circular contains forward-looking statements about North West, including its business operations, strategy and expected financial performance and condition. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as ‘‘expects’’, ‘‘anticipates’’, ‘‘plans’’, ‘‘believes’’, ‘‘estimates’’, ‘‘intends’’, ‘‘targets’’, ‘‘projects’’, forecasts’’ or negative versions thereof and other similar expressions, or future or conditional future financial performance (including sales, earnings, growth rates, capital expenditures, dividends, debt levels, financial capacity, access to capital, and liquidity), ongoing business strategies or prospects, and possible future action by North West. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to, among other things, risks, uncertainties and assumptions about North West, economic factors and the retail industry in general. They are not guarantees of future performance, and actual events and results could differ materially from those expressed or implied by forward-looking
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