Jamieson Wellness Inc. ($JWEL)

Good afternoon, ladies and gentlemen, and welcome to the Jamieson Wellness Inc. Annual General and Special Meeting of Shareholders. I would like to introduce Tim Penner, Chair of the Board of Directors. Mr. Penner, the floor is yours.

Good afternoon, and welcome to the Annual General and Special Meeting of Shareholders of Jamieson Wellness Inc., which I will refer to today as Jamieson or the company. My name is Tim Penner, and I am the Chair of the Board of Directors. I am pleased to preside over this meeting. On behalf of the Board, I would like to thank Mike Pilato, our senior leadership team and all of our employees for their hard work and commitment. In 2025, Jamieson delivered strong financial performance, continued to execute its strategy with discipline and further strengthened its global foundation. Consumer demand for our trusted brands remained robust across markets, supported by meaningful innovation, expanded digital capabilities and investments that position the business well for long-term growth. On behalf of the Board, I would also like to thank the shareholders attending this meeting and those who submitted their proxies in advance. I would also like to remind all those present that this is a meeting of the shareholders of Jamieson and that although other persons may be present, whom we are pleased to welcome as guests to the meeting, only shareholders or their proxies are entitled to participate in the business of the meeting. Joining me on the line for today's meeting are Mike Pilato, Jamieson's President and Chief Executive Officer; as well as Chris Snowden, Jamieson's Chief Financial Officer. Jamieson has decided to hold its meeting in a virtual format in order to provide shareholders with easy access and an equal opportunity to attend and participate in the meeting. By conducting our meeting virtually, Jamieson aims to provide shareholders a safe and convenient opportunity to participate without incurring significant travel costs or being restricted by time constraints. A virtual meeting format also aligns with our sustainability strategy. We will now commence with the formal part of the meeting. I now call the meeting to order. In accordance with bylaws of Jamieson, I will act as Chair of the meeting; and I will ask Chris Snowden to act as Secretary; and [ Emma Mackenzie ] and [ Karisma Alliar ] of TSX Trust Company, Jamieson's registered transfer agent, to act as scrutineer to compute the votes of any polls taken at this meeting and to report thereon to me as Chair. Registered holders of common shares and duly appointed proxyholders will have the opportunity to vote via electronic ballot for any ballot that comes before the meeting. Beneficial owners of common shares who have not appointed themselves as proxyholders are deemed to be attending the meeting as a guest and will not be entitled to vote. Shareholders who have already voted by proxy do not need to vote again unless you wish to change your vote. Voting at the meeting using your control number will revoke any previously submitted proxy. You can click on the Vote button to vote, and you will only be permitted to vote while the polls are open. Questions can be submitted throughout the meeting using the Ask a Question button on the left side of the page, and we encourage you to submit your questions as early as you can. Only registered shareholders or duly appointed proxyholders may submit questions, and all questions will be addressed during the question period at the end of the meeting, except for procedural matters or questions directly relating to the motions, which may be addressed during the meeting. When asking a question, please indicate your name, the entity you represent, if any, and whether you are a registered shareholder or a duly appointed proxyholder. We will summarize each question and identify the person who asked it. Questions that are substantially similar may be grouped together. In order to make the best use of our time today, certain individuals have been asked to move and second motions relating to the business to be conducted at this meeting. This is not intended to limit in any way, your right to participate in the meeting. Registered shareholders and duly appointed proxyholders who wish to make comments relating to these motions may do so after the motions has been seconded. The Secretary has advised me that the notice calling the meeting, together with the accompanying management information circular, the consolidated financial statements for the years ended December 31, 2025 and 2024, together with the auditor's report thereon and [ the 4 proxy ] were sent on April 14, 2026 to all intermediaries and registered shareholders of record as of March 30, 2026. TSX Trust Company has provided proof of delivery to shareholders as required of the notice of meeting and proxy relating to this meeting in accordance with the notice-and-access provisions under applicable securities laws. Unless there is an objection, I will dispense with the reading of the notice of the meeting. I therefore declare that proper notice for this meeting has been given. A quorum of shareholders is at least 2 holders of common shares present in person or by telephonic or electronic means and holding or representing by proxy, not less than 25% of the votes cast or entitled to be cast at the meeting. I have received the preliminary report on attendance from the scrutineer and have determined that a quorum is present. I adopt this report, and as notice has been served in accordance with the Ontario Business Corporations Act and the bylaws, I declare this meeting to be regularly called and properly constituted for the transaction of business. On behalf of the Board, I thank those shareholders who have chosen to attend the meeting today, and I thank those who have submitted their proxies in advance. Voting is now open on all resolutions. The first item of business is the presentation and consideration of Jamieson's financial statements for the year ended December 31, 2025, together with the auditor's report thereon. The financial statements, together with the auditor's report thereon, were made available to all shareholders of Jamieson by mail or electronically in accordance with the notice-and-access provisions. I would ask that the Secretary attach the financial statements and auditor's report as a schedule to the minutes of this meeting. Shareholders do not have to take any action regarding the financial statements. We would be pleased to receive any questions you may have regarding the financial statements during the question period later in the meeting. We will now move on to the next item of business. We will now proceed with the election of directors. Pursuant to Jamieson's articles, there can be at any time, a minimum of 3 and a maximum of 10 directors of Jamieson. Jamieson currently has 9 directors whose term of office will expire at the end of the meeting. As disclosed in Jamieson's management information circular, Jamieson will nominate the following 9 director nominees for election at this meeting, with the management information circular setting out the particulars of the nominee directors put forth by Jamieson. They are: Heather Allen; Dr. Louis Aronne; Tania Clarke; Diane Nyisztor; Michael Pilato; myself, Timothy Penner; Francois Vimard; Gayle Tait; and Mei Ye. I will now nominate the directors. I nominate each of the persons whose name appears in the management information circular under the heading Election of Directors to be a director of Jamieson until the close of the next Annual Meeting of Shareholders or until their successors are elected or appointed. I am advised that each of the nominees has consented in writing to act as a Director of Jamieson. May I have a motion and someone to second a resolution electing these nominated -- those nominated as directors of Jamieson?

Mr. Chairman, my name is Steve Pirak, and I'm a shareholder. I move that the persons who have been nominated for election as directors be elected as directors of Jamieson for the ensuing year or until their successors are elected or appointed.

My name is [ Katie Thomas ], and I am a shareholder. I second the motion.

You have heard the motion duly made and seconded. As no additional individuals have been nominated for election as directors at the meeting in accordance with Jamieson's bylaw #2, and therefore, no additional directors may be nominated from the floor, I declare nominations closed. I further declare the motion to be carried and that the following 9 individuals have been nominated for election as directors of Jamieson for the ensuing year or until their successors are elected or appointed: Heather Allen; Dr. Louis Aronne; Tania Clarke; Diane Nyisztor; Michael Pilato; Timothy Penner; Francois Vimard; Gayle Tait; and Mei Ye. As you know, Jamieson allows for the election of directors on an individual basis. According to our majority voting policy, any nominee who receives a greater number of votes withheld than votes [ for cast ]. With respect to his or her election by the shareholders in an uncontested election of directors, will tender his or her resignation promptly to the Governance Compensation and Nominating Committee, which will recommend to the Board whether or not to accept such resignation. Unless there are any questions, I will move to the next item of business. The next item of business is the appointment of auditors for the ensuing year and the authorization of the directors to fix their remuneration. The directors, on the recommendation of the Audit Committee, proposed that Ernst & Young LLP be reappointed as auditors of the company until the next Annual Meeting of Shareholders or until their successor is duly appointed and that the directors be authorized to fix their remuneration. May I have a motion, please?

Mr. Chairman, my name is Steve Pirak, and I am a shareholder. I move that Ernst & Young LLP, Chartered Accountants, be reappointed auditors of Jamieson to hold office until the close of the next Annual Meeting of Shareholders or until their successors are duly appointed at such remuneration as may be fixed by the directors and the directors are authorized to fix such remuneration.

My name is [ Katie Thomas ], and I am a shareholder. I second the motion.

You have heard the motion duly made and seconded. Unless there are any questions, I will move to the next item of business. The next item of business is to consider an ordinary resolution approving, ratifying and confirming the adoption of Jamieson's fifth amended and restated long-term incentive plan and the unallocated options, rights and other entitlements thereunder. The details of this resolution are set out in Schedule A to the management information circular. May I have a motion, please?

Mr. Chairman, my name is Steve Pirak, and I'm a shareholder. I move that the long-term incentive plan resolution set out in Schedule A to Jamieson's management information circular be approved.

My name is Katie Thomas, and I am a shareholder. I second the motion.

You have heard the motion duly made and seconded. Unless there are any questions, I will move to the next item of business. The next item of business is to consider an ordinary resolution approving, ratifying and confirming the unallocated options, rights and other entitlements under Jamieson's employee share purchase plan. The details of this resolution are set out in Schedule B of the Management Information Circular. May I have a motion, please?

Mr. Chairman, my name is Steve Pirak, and I'm a shareholder. I move that the employee share purchase plan set out in Schedule B to Jamieson's management information circular be approved.

My name is Katie Thomas, and I'm a shareholder. I second the motion.

You have heard the motion duly made and seconded. Unless there are any questions, I will move to the next item of business. The next item of business is to consider an advisory resolution approving Jamieson's approach to executive compensation. The details of this resolution are set out in Schedule C of the management information circular. Each year, the Board offers shareholders the opportunity to cast at each Annual General Shareholder Meeting, an advisory vote on Jamieson's approach to executive compensation. As this is an advisory vote, the Board will not be bound by the results of the vote. However, the Board will take the results of the vote into account together with feedback received from shareholders when considering its approach to executive compensation in the future. The company recommends approval of this resolution. May I have a motion on this matter?

Mr. Chairman, my name is Steve Pirak, and I am a shareholder. I move that the advisory say on pay resolution set out in Schedule C to the Jamieson's management information circular dated on March 20, 2026, be approved.

My name is Katie Thomas, and I am a shareholder. I second the motion.

You have heard the motion duly made and seconded. Unless there are any questions, I will move on to the voting process. As I mentioned earlier, the balloting is open to registered holders of appointed [ core ] and appointed proxyholders each item of business previously noted. Shareholders who have already voted by proxy do not need to [ vote again ] unless you wish to change your vote. If you have not already voted online or submitted a proxy, please complete your electronic ballot now. Please register your votes by clicking the Vote button and selecting the For or Withhold buttons next to the names of each proposed director and next to the resolution with respect to the reappointment of Ernst & Young LLP as Jamieson's auditors. Please select the For or Against buttons next to the resolution with respect to the long-term incentive plan resolution, the employee share purchase plan resolution and the advisory vote on Jamieson's approach to executive compensation. Ruth Winker, Vice President of Corporate Affairs and Investor Relations of Jamieson will confirm for us when the polls have closed. [Voting]

The polls are now closed.

I have been advised by the scrutineer that the ballots and proxies deposited for the meeting have now been voted and that each of the resolutions have been carried, with the effect that each of the 9 nominees has been elected as a director of Jamieson to serve until the next Annual Meeting of Shareholders or until their successors are elected or appointed. The appointment of Ernst & Young LLP as auditors of Jamieson has been approved, and the Board of Directors has been authorized to fix their remuneration. The long-term incentive plan resolution has been approved. The employee share purchase plan resolution has been approved, and the advisory vote on approach to executive compensation has been approved. We will file a report setting out the final voting results on SEDAR+ following this meeting. The formal items of business as set out in the notice of meeting have now been dealt with. If there is no further business, may I have a motion for the termination of the formal portion of the meeting?

Mr. Chairman, my name is Steve Pirak, and I am a shareholder. I so move.

My name is Katie Thomas, and I am a shareholder. I second the motion.

I declare this motion to be carried. This concludes the formal portion of today's meeting. I will now open the floor for any questions. I ask that all attendees who would like to ask a question click on the Ask a Question button on the virtual interface to do so. For each question we answer, we will summarize the question and read out loud the name of the person who asked such questions, and if applicable, the entity such person represents. Questions which were already answered or that are redundant or repetitive [Audio Gap] Okay. It seems we have no questions. We would like to thank you for attending the 2026 Annual General and Special Meeting of Shareholders of Jamieson Wellness, Inc. and for your continued support of Jamieson.

Thank you for attending today's meeting. You may now disconnect.