Mr. Philip Samman reports

YELLOW PAGES LIMITED FILES MANAGEMENT PROXY CIRCULAR FOR ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS AND ANNOUNCES RECEIPT OF INTERIM ORDER

Yellow Pages Ltd. has filed its notice of annual general and special meeting of the shareholders and management proxy circular with securities regulators for the annual general and special meeting of the company's shareholders to be held as a virtual-only meeting Thursday, June 11, 2026, at 11 a.m. Eastern Time, to approve, amongst other things, the previously announced arrangement under the Business Corporation Act (British Columbia).

The arrangement

Under the arrangement, the company will repurchase from shareholders pro rata an aggregate of 2,037,489 common shares at a purchase price of $12.27 per share, which represents the volume-weighted average price for the five consecutive trading days ending the trading day immediately prior to April 7, 2026, all as more particularly described in the circular. In connection with the arrangement, the company has also voluntarily contributed $2.0-million to the company's defined benefit pension plan.

The arrangement is subject to the approval of at least 66.66 per cent of the votes cast by shareholders at the meeting. Shareholders holding in excess of 80 per cent of the outstanding shares have agreed with the company to vote in favour of the arrangement. The arrangement is also subject to the receipt of the approval of the Supreme Court of British Columbia.

Board recommendation

The board of directors of the company has unanimously determined, after consultation with its advisers and its own deliberations, that the arrangement is fair to the shareholders and the arrangement is in the best interests of the company, and recommends the shareholders vote for the arrangement.

Interim order

On May 1, 2026, the court issued an interim order in connection with the arrangement, providing for the calling and holding of the meeting and certain other procedural matters relating to the meeting and the arrangement. A copy of the interim order is included in the circular.

Record date

The company filed a notice of meeting and record date with applicable securities regulatory authorities on Feb. 17, 2026, as amended on March 24, 2026, pursuant to which it advised the shareholders that the meeting would be held virtually on June 11, 2026, and set the close of business on April 14, 2026, as the record date for the meeting.

Meeting and circular

The meeting is scheduled to be held as a virtual-only meeting available via live audio webcast on Thursday, June 11, 2026, at 11 a.m. Eastern Time. Shareholders, regardless of geographic location, will have an equal opportunity to participate in the meeting on-line. Shareholders will not be able to attend the meeting in person. Shareholders of record as of the close of business on the record date are entitled to receive notice of and vote at the meeting. Shareholders are urged to vote well before the proxy deadline of 11 a.m. Eastern Time on Tuesday, June 9, 2026.

The circular provides important information on the arrangement and related matters, including the background to the arrangement, voting procedures and how to virtually attend the meeting. Shareholders are urged to read the circular and its schedules carefully and in their entirety. The circular is being mailed to shareholders in compliance with applicable laws and the interim order. The circular is available under the company's profile on SEDAR+ and on the company's website.

Shareholder questions and assistance

Shareholders who have questions regarding the meeting or require assistance with voting may contact Broadridge Investor communications Corp., the company's proxy solicitation agent, via e-mail at proxy.request@broadridge.com.

About Yellow Pages Ltd.

Yellow Pages is a Canadian digital media and marketing company that creates opportunities for buyers and sellers to interact and transact in the local economy. Yellow Pages holds some of Canada's leading local on-line properties including YP.ca, Canada411 and 411.ca. The company also holds the YP, Canada411.ca and 411 mobile applications and Yellow Pages print directories.

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