Ms. Meghan Roach reports
ROOTS ANNOUNCES RESULTS OF VOTING AT FISCAL 2024 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND CHANGES TO BOARD OF DIRECTORS
Roots Corp. has released the results of voting at its fiscal 2024 annual and special meeting of shareholders, held today. Each of the matters voted upon at the meeting, as set out below, is described in greater detail in the notice of annual and special meeting of shareholders and management information circular of Roots, dated June 6, 2025.
The total number of shares represented at the meeting was 32,924,989, representing approximately 82 per cent of Roots' outstanding shares entitled to be voted.
Election of directors
All of the nominees listed in the management information circular prepared in connection with the meeting were elected as directors by a resolution passed by a majority of the shareholders represented in person or by proxy at the meeting, to hold office until the next annual meeting following their election, or until their successors are elected or appointed. The votes received with regard to such matter are detailed in an attached table.
As previously disclosed, Richard Mavrinac and Joel Teitelbaum did not seek re-election at the meeting.
Meghan Roach, president and chief executive officer of Roots, stated: "We look forward to welcoming Scott Cameron and Ed Kernaghan to the Roots board of directors. Scott's deep experience in Asia will be additive as we continue to explore global expansion, while Ed brings a strong background in capital markets and public company boards. I would also like to sincerely thank Joel Teitelbaum and Richard Mavrinac for their commitment and meaningful contributions to Roots over the years."
Erol Uzumeri, chairman of the board, added: "We are excited to strengthen our board with the appointments of Scott and Ed, whose complementary skills fit perfectly with our goals. Scott's international experience and Ed's governance expertise will bring valuable insights to our discussions as we work toward a promising future. On behalf of the board, I am grateful to Joel and Richard for their thoughtful leadership and commitment throughout their tenure."
Mr. Cameron is a self-employed consultant advising and financing ventures in the consumer, apparel and sports/athletics sectors. Between 2021 and 2022, he served as CEO of Hourglass Cosmetics, a cruelty-free luxury beauty brand. Prior to that, Mr. Cameron held several senior executive roles at Canada Goose from 2016 to 2021, including president of Asia-Pacific, president of greater China, executive vice-president of stores and e-commerce, and chief strategy and business development officer. Before Canada Goose, Mr. Cameron was a partner in the consumer and retail practice at McKinsey & Company, advising global brands on growth strategy, merchandising, international expansion, organization and digital transformation. He holds an MBA from Harvard Business School, where he was a George Baker scholar, and a bachelor of commerce (honours) from Queen's University.
Ed Kernaghan is currently president of Kernwood Ltd. and a partner at Kernaghan & Partners, positions he has held since October, 2000, and January, 2015, respectively. Ed Kernaghan has over 15 years of experience in the financial services business. He held the position of executive vice-president at Kernaghan Securities, a firm he started along with his father, Ted Kernaghan, in 2001. Ed Kernaghan also currently serves on a number of other public company boards, including Velan Inc., Exco Technologies Ltd., Obsidian Energy Ltd. and Black Diamond Group Ltd. Ed Kernaghan is a graduate of the University of Toronto with a master of science in theoretical physics and he has a bachelor of science (honours) degree from Queen's University.
Appointment of auditor
KPMG LLP was reappointed as the auditor of Roots and the directors were authorized to fix the auditor's remuneration by a resolution passed by a majority of the shareholders represented in person or by proxy at the meeting. The votes received with regard to such matter are detailed in an attached table.
Approval of amendment to omnibus equity incentive plan
The adoption of the amendment to Roots' omnibus equity incentive plan was approved by a resolution passed by a majority of the shareholders present or represented by proxy at the meeting. As a result, the total number of common shares of Roots available for issuance under the omnibus equity incentive plan has increased from 3,679,220 common shares to 4,084,703 common shares. The votes received with regard to such matter are detailed in an attached table.
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 with over 100 corporate retail stores 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 allow 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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