Transcontinental : Management Proxy Circular (22-01-27)

MANAGEMENT PROXY CIRCULAR

Notice of Annual Meeting of Shareholders March 8, 2022

Notice of Annual Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Meeting") of the holders of Class A Subordinate Voting Shares and Class B Shares of Transcontinental Inc. (the "Corporation") will be held at the Saint James Club of Montreal, 1145 Union Avenue, Montréal, Québec, Canada on Tuesday, March 8, 2022, at 2:30 p.m. for the following purposes:

1. to receive the consolidated financial statements of the Corporation for the fiscal year ended October 31, 2021 with the auditors' report thereon;
2. to elect the Corporation's directors for the coming year;
3. to appoint KPMG LLP as auditors and to authorize the directors to fix their remuneration;
4. to consider an advisory (non-binding) resolution on executive compensation; and
5. to transact such other business as may properly be brought before the Meeting.

The directors have, by resolution, fixed the close of business on January 14, 2022 as the record date for the determination of the shareholders of the Corporation entitled to receive notice of the Meeting.

As permitted by Canadian securities regulators, this year, we are using notice-and-access to deliver this Circular and our annual report (Meeting materials) to both our registered and non-registered shareholders. This means that the Meeting materials are being posted online for you to access rather than being mailed out. Notice-and-access gives shareholders more choice, substantially reduces our mailing costs, and is environmentally friendly as it reduces paper and energy consumption.

You will still receive a form of proxy or a voting instruction form in the mail so you can exercise your voting rights with respect to your shares, but, instead of receiving a paper copy of the Meeting materials, you will receive a notice with information about how you can access the Meeting materials electronically and how to request a paper copy.

Shareholders who are unable to attend the Meeting may be represented by proxy and are requested to date, sign and return the enclosed form of proxy in the envelope provided for that purpose or, alternatively, to vote by telephone, on the Internet or in person, at their discretion, the whole in accordance with the enclosed instructions. To be valid, proxies must be received at the Toronto office of the Corporation's transfer agent, TSX Trust Company, 1 Toronto Street, Suite 1200, Toronto, Ontario M5C 2V6, by no later than 4:00 p.m. (Montréal time), the business day preceding the date of the Meeting or any adjournment thereof or must be given to the Chair of the Meeting on the day of the Meeting or any adjournment thereof.

You may request a paper copy of the Meeting materials, at no cost, up to one year from the date the Meeting materials were filed on the Internet site of SEDAR. You may make such a request at any time prior to the Meeting on the web at https://www.meetingdocuments.com/ TSXT/TCL or by contacting our transfer agent,TSX Trust Company, toll-free within North America at 1-888-433-6443, or at 416-682-3801 if you are outside North America, or by emailing your request at [e-mail]

Dated at Montréal, Québec, this 11th day of January, 2022.

By order of the Board of Directors,

Christine Desaulniers

Chief Legal Officer and Corporate Secretary

MANAGEMENT PROXY CIRCULAR SUMMARY

OUR DIRECTOR NOMINEES

(See page 8 for more information)

						Board and	Other
		Director				Committee	Public
Nominee	Age	Since	Position	Ind.	Committee	Attendance	Boards		Top Four Competencies
			President and Chief					▪	Manufacturing Industries
							▪	Mergers and Acquisitions
Peter			Executive Officer of
53	2018	No		100%	-	▪	Accounting, Finance and Risk
Brues(1)	Transcontinental
			Inc.						Management
							▪	Sales, Marketing and Retail
					Human			▪	Manufacturing Industries
							▪	Executive Leadership (Chief
					Resources and
Jacynthe								Executive Officer)
63	2016	Corporate Director	Yes	Compensation	100%	2
Côté	▪	Mergers and Acquisitions
				Committee and
							▪	Compensation and Talent
					Lead Director
								Management
								▪	Mergers and Acquisitions
								▪	Accounting, Finance and Risk
Nelson	60	2021	Corporate Director	Yes	-	100%	2		Management
Gentiletti	▪	Governance and Regulations
								▪	Social Responsibility and
									Sustainable Development
								▪	Manufacturing Industries
			Special Advisor to		Governance			▪	Executive Leadership (Chief
Yves				and Social				Executive Officer)
57	2017	the Chairman of	Yes	100%	1
Leduc	Responsibility	▪	Technologies, Research and
		Velan Inc.
				Committee				Development and Innovation
								▪	Sales, Marketing and Retail
								▪	Mergers and Acquisitions
Isabelle			Chair of the Board					▪	Compensation and Talent
							Management
Marcoux,	52	2005	of Transcontinental	No	-	100%	1
▪	Governance and Regulations
C.M.			Inc.
						▪	Social Responsibility and
									Sustainable Development
								▪	Manufacturing Industries
								▪	Accounting, Finance and Risk
Nathalie			Vice President,						Management
53	2011	Finance of	No	-	100%	-	▪	Compensation and Talent
Marcoux
		Capinabel Inc.						Management
								▪	Technologies, Research and
									Development and Innovation
								▪	Media Industry
Pierre			President of Contex					▪	Mergers and Acquisitions
50	2005	No	-	100%	-	▪	Technologies, Research and
Marcoux			Group Inc.						Development and Innovation
								▪	Sales, Marketing and Retail
Rémi			Founder and					▪	Manufacturing Industries
						▪	Executive Leadership (Chief
Marcoux,			Director of
81	1976	No	-	100%	-		Executive Officer)
C.M., O.Q.,	Transcontinental
						▪	Mergers and Acquisitions
FCPA, FCA			Inc.
						▪	Sales, Marketing and Retail

Management Proxy Circular of Transcontinental Inc.

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MANAGEMENT PROXY CIRCULAR SUMMARY

						Board and	Other
		Director				Committee	Public
Nominee	Age	Since	Position	Ind.	Committee	Attendance	Boards		Top Four Competencies
					Audit			▪	Executive Leadership (Chief
								Executive Officer)
			Executive Vice		Committee and
Anna						▪	Accounting, Finance and Risk
		President and Chief		Human
Martini,	59	2011	Yes	100%	1		Management
FCPA, FCA			Financial Officer of		Resources and			▪	Compensation and Talent
		Groupe CH		Compensation
							Management
					Committee
							▪	Sales, Marketing and Retail
								▪	Manufacturing Industries
			President and Chief		Governance			▪	Executive Leadership (Chief
Mario				and Social				Executive Officer)
60	2015	Executive Officer of	Yes	100%	1
Plourde	Responsibility	▪	Mergers and Acquisitions
		Cascades Inc.
				Committee			▪	Social Responsibility and
									Sustainable Development
			Vice-Chairman,					▪	Media Industry
			Managing Director		Human			▪	Mergers and Acquisitions
Jean	62	2017	and Head of CIBC	Yes	Resources and	100%	-	▪	Accounting, Finance and Risk
Raymond	Capital Markets -	Compensation		Management
			Québec of CIBC		Committee			▪	Compensation and Talent
			World Markets Inc.						Management
					Audit			▪	Manufacturing Industries
					Committee and
			Corporate Director				▪	Mergers and Acquisitions
Annie				Governance
61	2015	and Partner of	Yes	100%	2	▪	Accounting, Finance and Risk
Thabet	and Social
		Celtis Capital Inc.					Management
				Responsibility
							▪	Governance and Regulations
					Committee

1. Mr. Brues was appointed President and Chief Executive Officer on December 10, 2021. He was Chair of the Audit Committee and a member of the Human Resources and Compensation Committee until October 31, 2021.

APPOINTMENT OF AUDITORS (See page 6 for more information)

The Board of Directors and the Audit Committee recommend the appointment of KPMG LLP as auditors of the Corporation. Total fees paid to KPMG LLP during the 2021 fiscal year: $2,618,400.

ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION

(See page 6 for more information)

The Board of Directors recommends to vote FOR the advisory resolution on executive compensation.

ii	Management Proxy Circular of Transcontinental Inc.

MANAGEMENT PROXY CIRCULAR SUMMARY

2021 EXECUTIVE COMPENSATION HIGHLIGHTS

General principles

A significant portion of the executives' compensation is linked to the performance of the Corporation

The total compensation for the executives is positioned at the median of their comparison group

The composition of global compensation varies at each hierarchical level

The total direct compensation is compared to compensation of comparable and relevant organizations

Stock options are no longer offered; share units are granted instead

The President and Chief Executive Officer has 80% of his target global compensation at risk

The other Named Executive Officers have at least 50% of their target global compensation at risk

The executive short term incentives are based on a level of achievement of financial objectives, objectives tied to certain key strategic or high priority activities associated with the development of the Corporation

OTHER EXECUTIVE COMPENSATION BEST PRACTICES

50% of share unit awards vest based on performance measures over a three year cycle	ü
Change of control severance limited to 2 times salary and short-term incentive compensation	ü
Clawback policy	ü
Minimum share ownership guidelines	ü
Anti-hedging policy	ü
Advisory vote on executive compensation	ü

CORPORATE GOVERNANCE HIGHLIGHTS

The following table shows some of the ways Transcontinental continues to adhere to the highest standards in corporate governance.

Number of director nominees (41.7% being women)	12
Number of independent director nominees	7
Board committee members are all independent	ü
Average age of director nominees (excluding Mr. Rémi Marcoux, the founder)	57
Annual election of directors	ü
Directors elected individually (rather than slate voting)	ü
Majority voting policy for directors	ü
Separate Chair and Chief Executive Officer	ü
Share ownership guidelines for directors and executives	ü
Board orientation/education program	ü
Number of board meetings held during the 2021 fiscal year	9
Board meetings attendance	100%
Committee meetings attendance	100%
Number of financial experts on the Audit Committee	3/3
Code of conduct	ü
Formal evaluation processes for the Board, its committees and the Chair of the Board	ü
Policy on women representation	ü

Management Proxy Circular of Transcontinental Inc.

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