Ms. Ruth Winker reports

JAMIESON WELLNESS INC. ANNOUNCES FILING OF MANAGEMENT INFORMATION CIRCULAR FOR ITS SPECIAL MEETING OF SHAREHOLDERS TO APPROVE THE PROPOSED PLAN OF ARRANGEMENT WITH KIRIN HOLDINGS COMPANY, LIMITED

Jamieson Wellness Inc. has filed its management information circular and related proxy materials for its special meeting of the holders of common shares of Jamieson Wellness, which will be conducted via live audio webcast over the Internet using the meeting password jamieson2026 (case sensitive) on Wednesday, Sept. 30, 2026, at 10 a.m. (Toronto time). The circular and related materials are now available under the company's issuer profile on SEDAR+, as well as on Jamieson Wellness's website, and will be mailed to shareholders on or about Sept. 3, 2026.

• On the unanimous recommendation of the special committee, the board of directors of Jamieson Wellness unanimously recommends that shareholders vote for the arrangement resolution.
• Shareholders will receive $45.75 in cash per share, which represents a 27-per-cent and 32-per-cent premium to the 20-day and 60-day VWAP (volume-weighted average price) on the Toronto Stock Exchange, respectively, as of the unaffected date.
• Your vote is important no matter how many shares you own. Vote today!
• Shareholders who have questions or need assistance with voting their shares may contact Jamieson Wellness's proxy solicitation agent, Laurel Hill Advisory Group , by telephone at 1-877-452-7184 (toll-free calls in North America), 1-416-304-0211 (collect calls outside North America), by texting INFO to either number or by e-mail at assistance@laurelhill.com.

At the meeting, shareholders of record as at the close of business on Aug. 21, 2026, will be asked to consider and vote on a special resolution to approve a statutory plan of arrangement under Section 182 of the Business Corporations Act (Ontario), pursuant to which Kirin Holdings Company Ltd. has agreed to acquire all of the issued and outstanding shares of Jamieson Wellness at a price of $45.75 per share in cash.

Under the arrangement agreement dated Aug. 6, 2026, between Jamieson Wellness and Kirin, Jamieson Wellness is permitted to pay ordinary course quarterly dividends on its shares, consistent with past practice. On Aug. 6, 2026, the board of directors of the company declared a cash dividend for the second quarter of 2026 in an amount of 25 cents per share, payable on Sept. 15, 2026, to all shareholders of record at the close of business on Aug. 31, 2026.

Unanimous board recommendation and reasons for the board's recommendation

After careful consideration and taking into account, among other things, the unanimous recommendation of a special committee of independent directors of the board, the board, after receiving legal and financial advice, has unanimously determined that the arrangement is in the best interests of the company and the consideration to be received by shareholders is fair, from a financial point of view, to such shareholders. Accordingly, and on the unanimous recommendation of the special committee, the board unanimously recommends that shareholders vote for the arrangement resolution.

Key reasons for the arrangement

Shareholders are encouraged to review the circular in its entirety, including the background and reasons to the arrangement which can be found under the headings "The arrangement - Background to the arrangement agreement" and "The arrangement - Reasons for the arrangement."

In reaching their respective conclusions and formulating their unanimous recommendations, the special committee and the board reviewed a significant amount of information and considered a number of factors relating to the arrangement and potential alternatives thereto, with the benefit of advice from outside financial and legal advisers, including, among others, the following, each as more particularly described in the circular:

• Significant premium to market price. The consideration represents a premium of approximately 27 per cent and 32 per cent to the 20-day volume-weighted average price (VWAP) and 60-day VWAP to the shares on the Toronto Stock Exchange, respectively, for the period ending June 24, 2026, the last full day of trading prior to the media report and the company's press release confirming the initiation of a process to enhance shareholder value (the unaffected date).
• Compelling value, certainty of value and immediate liquidity. The consideration being offered under the arrangement is all cash and is not subject to any financing condition, which provides shareholders with an attractive value on a risk-adjusted basis, certainty of value and immediate liquidity upon closing of the arrangement (and without incurring brokerage and other costs typically associated with market sales).
• Attractive valuation relative to recent precedent transactions. The consideration implies a transaction multiple of approximately 16.0 times the company's last-12-month adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) (pre-IFRS 16) taking into account the fair market value of the 33.3-per-cent non-controlling interest in the company's China operations held by DCP Capital Partners. The special committee and the board considered the implied multiple to be attractive in the context of recent and relevant precedent transactions in the vitamins, minerals and supplements (VMS) sector.
• Sale process. The company, with the assistance of BMO Capital Markets and Canaccord Genuity Corp. as its financial advisers, and under the supervision of the special committee, conducted a competitive sale process following the receipt of an unsolicited inbound proposal from another interested party in March, 2026. The process included outreach to a targeted list of potential buyers comprising a mix of global consumer goods and consumer health care companies with a VMS focus, as well as leading Canadian and global consumer-focused private equity players with a strong VMS investment thesis. This process resulted in the arrangement and did not identify any alternative proposals offering superior value, terms or certainty of completion, including following the company's public release confirming the initiation of a process to enhance shareholder value.
• Increased offer price. Through the sale process, the board and special committee were able to obtain a significant increase in the offer price to acquire all of the shares relative to the offer price of the unsolicited inbound proposal.
• Most favourable strategic alternative. The special committee and the board, in light of the supporting financial and legal advice received, concluded that the arrangement is more favourable to the company and the shareholders than the other strategic alternatives reasonably available to the company (including the status quo) taking into account the risk of execution and completion of various alternatives, notably the execution as a public corporation of the company's strategic plan were it to continue operating as a stand-alone publicly traded corporation.
• Comparison with the status quo. In considering the status quo as an alternative to pursuing the arrangement, the special committee and the board considered management's financial projections and historical achievements of targets, and assessed the current and anticipated future opportunities and risks associated with the business, execution, operations, assets, capital requirements, financial performance and condition of the company should it continue as a publicly traded corporation, including, without limitation, as it pertains to the company's ability to execute on its strategic plan.
• High likelihood of completion. Kirin is a leading global food, beverage, pharmaceuticals and health science product manufacturer with demonstrated creditworthiness with the ability to finance and successfully complete the arrangement in a timely manner. The arrangement is subject to only a limited number of customary conditions (which do not include any financing or due diligence conditions) that the special committee and board believe, with the advice of their legal and financial advisers, are reasonable in the circumstances.
• Fairness opinions. Each of BMO Capital Markets and Canaccord Genuity, as financial advisers to the company, rendered fairness opinions to the board and the special committee, each to the effect that, as of the date of such opinions, and based upon and subject to the various assumptions, limitations and qualifications set forth in their respective opinions, the consideration to be received by the shareholders, pursuant to the arrangement, is fair, from a financial point of view, to such shareholders.
• Role of the special committee. The arrangement is the result of a targeted competitive process undertaken with the supervision and involvement of the independent directors and subsequently the special committee comprising entirely independent directors, advised by experienced and qualified external legal and financial advisers. The special committee met regularly with the company's advisers. The arrangement was unanimously recommended to the board by the special committee on the basis described herein and on the basis of the legal and financial advice that was received by the special committee.
• Support of directors and senior officers. Each director and senior officer of the company has entered into a voting and support agreement with Kirin pursuant to which they have agreed to, among other things, vote in favour of the arrangement resolution. The voting and support agreements automatically terminate upon the termination of the arrangement agreement in accordance with its terms.
• Impact on non-shareholder stakeholders. The arrangement is expected to benefit the company and its non-shareholder stakeholders, including employees, owner-operators, customers and suppliers, based upon Kirin's deep sector expertise and strong commitment to the company's business.
• Payment and declaration of dividends. Until the closing of the arrangement, the company will be permitted, in accordance with the terms of the arrangement agreement, to continue declaring and paying its regular quarterly cash dividend of 25 cents per share, an increase from its prior quarterly cash dividend of 23 cents per share, in a manner consistent with past practice.
• Terms of the arrangement agreement. The special committee and the board have determined, after having consulted their experienced and qualified external legal counsel, that the terms and conditions of the arrangement agreement, including the representations, warranties, covenants and the conditions to complete the arrangement of the company and Kirin are reasonable in light of the circumstances, and believe that closing entails few conditions, more specifically no financing or due diligence condition, which means that the arrangement is likely to be completed in accordance with its terms and conditions within a reasonable timeframe.
• Reasonable termination payment. The termination fee, being equal to approximately 3.5 per cent of the aggregate equity value of the company, which is payable by the company to Kirin if the arrangement agreement is terminated under certain circumstances, including where the company terminates the arrangement agreement in order to enter into a written agreement with respect to a superior proposal (as defined in the arrangement agreement) and other "deal protection" provisions in the arrangement agreement, are considered appropriate in the circumstances as an inducement for Kirin to enter into the arrangement agreement and, in the view of the special committee and the board, the termination fee would not preclude the possibility of a third party making a superior proposal.
• Likelihood of receiving regulatory approval. The special committee and the board also took into the account the likelihood that the arrangement will receive the required regulatory approvals under applicable laws, including the advice of its legal and other advisers in connection with such required regulatory approvals, and the covenants of Kirin to use its reasonable best efforts to obtain the required regulatory approvals.
• Treatment of equity incentives and warrants. The holders of the options and other incentive awards outstanding immediately prior to the closing of the arrangement will receive the same consideration for their securities (less applicable withholdings) as shareholders in connection with the arrangement, which, in the case of the holders of options and warrants, will be the consideration less the relevant exercise price of the options or warrants, as applicable (less applicable withholdings), which in the judgement of the board and the special committee, is reasonable in the circumstances.
• Loss of opportunity. The possibility that there may not be another opportunity for shareholders to receive comparable value in another transaction.
• The right partner. Kirin shares the company's commitment to consumer health and wellness, but has limited presence in North America and several other major markets. The company will become Kirin's foundation in North America and these other regions for continued growth and investment.

Required approvals

In order for the arrangement to become effective, the arrangement resolution must be approved by: (i) at least two-thirds of the votes cast thereon by shareholders present in person (virtually) or represented by proxy at the meeting; and (ii) a simple majority of votes cast thereon by the shareholders present in person (virtually) or represented by proxy at the meeting, excluding any shareholders required to be excluded under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. At the meeting, each shareholder of record at the close of business on the record date will be entitled to one vote for each share held on all matters proposed to come before the meeting. The arrangement is also subject to certain conditions further described in the circular, including the approval of the Superior Court of Justice (Ontario) Commercial List and receipt of required regulatory approvals and clearances.

Voting and support agreements

Each director and senior officer of the company, who collectively hold approximately 1 per cent of the outstanding shares (on a non-diluted basis), has entered into a voting and support agreement with Kirin, pursuant to which they have agreed, among other things, to vote all of their shares in favour of the arrangement resolution.

Receipt of interim court order

Jamieson Wellness is also pleased to announce that, on Aug. 27, 2026, the court granted an interim order regarding the arrangement. The interim order authorizes the company to proceed with various matters relating to the arrangement, including the holding of the meeting of shareholders to consider and vote on the arrangement. Subject to the receipt of the requisite approval of shareholders, the final approval of the arrangement by the court and the satisfaction of other customary conditions, the company anticipates that the arrangement will be completed in the fourth quarter of 2026.

Shareholder questions and voting assistance

Shareholders who have questions about the information contained in the circular or require assistance with voting their shares may contact Laurel Hill Advisory Group, Jamieson Wellness's proxy solicitation agent and shareholder communications adviser:

Laurel Hill Advisory Group

Toll-free:  1-877-452-7184 (for shareholders in North America)

International:  1-416-304-0211 (for shareholders outside North America)

Text message:   text info to 1-416-304-0211 or 1-877-452-7184

By e-mail:  assistance@laurelhill.com

About Kirin Holdings Company Ltd.

Kirin Holdings is a global company operating across three core business domains spanning alcoholic beverages, non-alcoholic beverages, health science and pharmaceuticals. The company traces its roots to Japan Brewery, established in 1885, which later became Kirin Brewery in 1907. Since then, Kirin has expanded its business operations by leveraging fermentation and biotechnology as core strengths. The company entered the pharmaceutical field in the 1980s, which has since grown into a global business. In 2007, the company transitioned to a pure holding company structure as Kirin Holdings, and it is now strengthening its non-alcoholic beverages and health science domain.

About Jamieson Wellness Inc.

Jamieson Wellness is dedicated to inspiring better lives every day with its portfolio of innovative natural health brands. Established in 1922, the Jamieson brand is Canada's No. 1 VMS brand. The company's youtheory brand, acquired in 2022, is an established and growing VMS brand in the United States. Combined, these global brands are available in more than 50 countries worldwide. The company also offers a variety of innovative VMS products as well as sports nutrition products to consumers in Canada with its Progressive, Smart Solutions, Iron Vegan and Precision brands. The company is a participant of the United Nations Global Compact and adheres to its principles-based approach to responsible business.

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