Ms. Nicole Legate reports

ROOTS CORPORATION FILES MANAGEMENT INFORMATION CIRCULAR FOR SPECIAL MEETING AND CONFIRMS RECEIPT OF INTERIM ORDER FOR PREVIOUSLY ANNOUNCED PLAN OF ARRANGEMENT

Roots Corp. has filed its management information circular and related materials for the special meeting of holders of common shares of Roots to approve the previously announced plan of arrangement under the Canada Business Corporations Act, pursuant to which Marquee Brands LLC, through its strategic operating partner JM&A Design & Development Inc., will acquire all of the outstanding shares for $4.10 per share in cash, all as more particularly described in the circular under the terms of an arrangement agreement dated Aug. 20, 2026.

The company's board of directors unanimously determined, after receiving financial and legal advice, that the arrangement is fair to shareholders and that the arrangement and the entering into of the arrangement agreement are in the best interests of the company. Accordingly, the board unanimously recommends that shareholders vote in favour of the arrangement at the meeting.

Special meeting

The meeting is scheduled to be held in a virtual-only format conducted through a live webcast platform at 1 p.m. Toronto time on Oct. 13, 2026. Shareholders of record as of the close of business on Sept. 8, 2026, are entitled to receive notice of and vote at the meeting. Shareholders are urged to vote well in advance of the meeting and, in any event, prior to the proxy voting deadline of 1 p.m. Toronto time on Oct. 8, 2026.

The circular provides important information on the arrangement and related matters, including voting procedures, how to attend the virtual meeting, instructions for shareholders unable to attend the virtual meeting, and a full description of the information and factors considered by the board in making its unanimous recommendation. Shareholders are urged to read the circular and accompanying materials carefully and in their entirety. The mailing of the circular and accompanying materials to shareholders of record as of Sept. 8, 2026, has commenced and they are available on SEDAR+ and on the company's website.

Receipt of the interim order

On Sept. 8, 2026, the Ontario Superior Court of Justice (Commercial List) granted an interim order providing for the calling and holding of the meeting and certain other matters related to the meeting and the arrangement. A copy of the interim order is included in the circular.

The anticipated hearing date for the application for the final order of the court is Oct. 15, 2026. Subject to obtaining the required approval of shareholders at the meeting, the final order and the satisfaction or waiver of the other conditions to implementing the arrangement as set out in the arrangement agreement, the transaction is expected to close in the fourth quarter of 2026.

About Roots Corp.

Established in 1973, Roots is a global lifestyle brand. Starting from a small cabin in Northern Canada, Roots has become a global brand that operates over 100 locations in Canada, two stores in the United States and an e-commerce platform. Roots has more than 100 partner-operated stores in Asia, and the company also operates a dedicated Roots-branded storefront on Tmall.com in China. Roots designs, markets and sells a broad selection of products in different departments, including women's, men's, children's and gender-free apparel, leather goods, footwear, and accessories. The company's products are built with uncompromising comfort, quality and style that allows you to feel at home with nature. Roots offers products designed to meet life's everyday adventures and provide you with the versatility to live your life to the fullest. Roots also wholesales through business-to-business channels and licenses the brand to a select group of licensees selling products to major retailers. Roots is a Canadian corporation doing business as Roots and Roots Canada.

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