Strategic Split –Canada Packers

Q1. What is the Transaction?

A. Effective October 1, 2025, Maple Leaf Foods completed the spin-off of its pork operations as Canada Packers Inc., creating two independent public companies, each primed for growth and positioned to be a leader in its field through the spin out of its pork operations by way of a Plan of Arrangement (the “Transaction”). Upon completion of the Transaction: 
 
- Maple Leaf Foods is entering a bold new chapter as a focused, purpose-driven and protein-centric consumer packaged goods company, uniquely positioned to meet the world's growing demand for sustainable protein. Guided by a clear Strategic Blueprint and an ambitious vision to be the Most Sustainable Protein Company on Earth, we are poised to unlock our full potential. We are harnessing the strength of our category-leading brands, accelerating innovation that resonates with today's consumers, scaling our leadership in sustainable meats, and extending our reach into high-growth geographies, channels, and categories. With an unrelenting focus on operational excellence and a deeply rooted, values-driven culture, Maple Leaf Foods is building a resilient, future-ready business that delivers meaningful, long-term value for all stakeholders.
 
- Canada Packers is going forward as a global leader in sustainably produced, premium quality, value-added pork products, built on a legacy of excellence and innovation. Canada Packers is well positioned to unlock the significant growth potential of its business by investing in low-risk high return opportunities, including increasing volumes, optimizing operations and efficiencies, and building on its favourable sales mix and margins. Canada Packers is among North America’s largest producers of Raised Without Antibiotics (“RWA”) pork and a key supplier of RWA and conventional pork products to customers in Canada, the U.S., Japan, China and other international markets.

The creation of two independent public companies is expected to unlock value for stakeholders and unleash potential for each of the two companies as they pursue distinctive value creation opportunities with a sharper focus on the execution of their respective growth strategies.
 

Q2. What is the strategic rationale for spinning off Maple Leaf Foods’ pork business to create Canada Packers?

A. Maple Leaf Foods’ Board and the Special Committee, acting with the advice and assistance of their respective financial, legal and tax advisors, together with management, carefully evaluated the proposed spin-off and believe it is in the best interests of Maple Leaf Foods, fair to the public shareholders and the most attractive value creation opportunity available. Among the many expected benefits include:
 
- Enhanced Strategic Focus
Separating into two distinct businesses, each with unique investor theses, Maple Leaf Foods and Canada Packers are set up to execute on and de-risk their respective growth plans.
Maple Leaf Foods believes there is untapped value creation potential in its pork operations that could not be fully unlocked in the context of an integrated corporate structure primarily focused on building its consumer-packaged goods operations.

As a stand-alone company, Canada Packers will focus on optimizing its operations and pursuing its significant opportunities in key global markets, including leveraging its ability to appeal to niche, premium and specialty markets. At the same time, Maple Leaf Foods is able to focusing its attention on growing its Prepared Foods operations in North America, building on the strength of its brands and delivering cost-effective operational excellence, all while continuing to execute its sustainable meats strategy.
 
- Distinct Investment Propositions to Unlock Shareholder Value
Maple Leaf Foods believes its trading multiple as an integrated company was misaligned with the underlying value of its portfolio mix, and that this transaction creates an opportunity to capture a higher sum-of-the-parts value over time as investors will have increased visibility into each business and the respective value propositions and growth strategies.
 
- More Focused Investments for Shareholders
The completing of the spin-off allows shareholders to retain similar economic exposure to the status quo but through two more focused investment opportunities, with Maple Leaf Foods focused on delivering results as a market-leading, branded protein consumer packaged goods company, and Canada Packers as an integrated, value-added pork company with a diversified sales mix and global reach.
 
- Mutually Optimized Supply Chain Opportunities
By entering into an evergreen supply agreement with Canada Packers as part of the separation, Maple Leaf Foods has access to a stable supply of the particular cuts of sustainably produced, quality pork it requires for its Prepared Foods operations.

Canada Packers benefits from having Maple Leaf Foods as its anchor North American customer, while being able to optimize the entire hog through its global sales strategy and integrated business model.
 
As separate companies, Maple Leaf Foods and Canada Packers each have focused growth prospects, a sharpened execution focus with their respective dedicated management teams, and the financial independence to pursue their own value creation strategies, all with an enduring commitment to safety and sustainability.
 
For more information on these and other reasons for the spin-off, please refer to the Management Information Circular.

Q3. What percentage of Canada Packers does Maple Leaf Foods own now that the Transaction is complete?

A. Maple Leaf Foods has a 16% ownership position in Canada Packers.

Q4. Why has Maple Leaf retained 16% of Canada Packers?

A. The 16% retained interest is to retain a relationship beyond purely supplier-purchaser, given the strategic nature of the ongoing customer/supplier relationship. We believe the retained ownership aligns interests and shows Maple Leaf’s support for and confidence in Canada Packers.

Q5. How was the Transaction structured?

Highlights of the Transaction structure are:
- The Transaction was structured as a tax-free “butterfly” completed by way of a Plan of Arrangement
- Canada Packers is listed on the TSX under a newly created stock symbol CPKR
- Maple Leaf Foods will continue to trade under the stock symbol MFI
- At closing, each Maple Leaf Foods shareholder as of the distribution record date (September 30, 2025), are entitled to 0.2 Canada Packers common shares and 1 new Maple Leaf Foods common share for each Maple Leaf Foods common share they held as of the record date. Practically, MLF Shareholders may receive their Canada Packers common shares (whether in their brokerage account or in the form of a DRS advice, as applicable) at a later date, depending on the manner in which they hold their MLF common shares. 
- The estimated proportionate allocation of adjusted cost base between MLF common shares and Canada Packers common shares is expected to be posted on both the Maple Leaf Foods and Canada Packers websites when available during the fourth quarter of 2025. 

Q6. Can you provide details about the Canada Packers Governance Agreement?

A. The Canada Packers Governance Agreement was negotiated at arm’s length by the Special Committee and MCI. The following summary of the material terms:
- Canada Packers has a majority independent board of directors.
- MCI has the right to nominate up to two directors, and Maple Leaf Foods has the right to nominate up to one director
- MCI and Maple Leaf each have certain consent rights including with respect to changing the size of Canada Packers’ Board and termination of Canada Packers’ CEO
- In addition, MCI has certain rights to be consulted including with respect to amalgamations, merger arrangements, reorganizations, acquisitions of property in excess of $25 million, incurrence of indebtedness over $25 million or amending Canada Packers’ business purpose
- The Canada Packers Governance Agreement is required to be approved every three years by (i) the shareholders of Canada Packers (other than MCI and Maple Leaf Foods), and (ii) MCI. If either of these groups does not ratify, the Governance Agreement will terminate
- The McCain Holders and Maple Leaf Foods have agreed not to transfer or sell any Canada Packers’ Common Shares for a period of 24 months following the closing of the Arrangement (subject to certain customary exceptions).

Q7. Where do the shares for Canada Packers and Maple Leaf Foods trade?

A. Canada Packers shares are listed under the stock symbol “CPKR.” Maple Leaf Foods shares will continue to trade under the stock symbol “MFI.”

Q8. What are the tax implications to Maple Leaf Foods of this transaction?

A. Under the “butterfly” structure, the transaction has been completed on a tax-free basis for Maple Leaf Foods. The estimated proportionate allocation of adjusted cost base between MLF common shares and Canada Packers common shares is expected to be posted on both the MLF and Canada Packers websites when available during the fourth quarter of 2025.

Q9. What dividends will I receive from Maple Leaf Foods? What is the dividend policy and dividend I will receive from Canada Packers?

A. Maple Leaf Foods’ general practice has been to pay quarterly cash dividends on its common shares. Typically, these dividends are payable on the last business day of the month to Shareholders as of the record date established by the Board.

It is currently anticipated that the combined aggregate initial quarterly dividends of Maple Leaf Foods and Canada Packers immediately following the completion of the Arrangement will not be less than the amount of Maple Leaf Foods’ aggregate quarterly dividend immediately prior to the completion of the Arrangement.

Future dividends will be at the discretion of each company’s board of directors.