Ms. Nicole Legate reports

ROOTS CORPORATION OBTAINS SHAREHOLDER AND COMPETITION ACT APPROVAL FOR PREVIOUSLY ANNOUNCED PLAN OF ARRANGEMENT

At the special meeting of holders of common shares of Roots Corp., shareholders voted in favour of the special resolution approving 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 company's management information circular dated Sept. 8, 2026.

The arrangement resolution required the affirmative vote of: (i) at least two-thirds of the votes cast by shareholders present (virtually) or represented by proxy and entitled to vote at the meeting; and (ii) a majority of the votes cast by shareholders present (virtually) or represented by proxy and entitled to vote at the meeting, excluding for this purpose the votes attached to shares held by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.

The attached table is a summary of the votes cast at the meeting (including votes by proxy and virtually at the meeting) by shareholders on the arrangement resolution.

The company's full report of voting results on the matter presented at the meeting and the information circular that was mailed to shareholders in connection with the arrangement can be found on SEDAR+.

Roots is also pleased to confirm that the interim commissioner of competition has issued a no-action letter in respect of the arrangement. The receipt of the no-action letter satisfies the Competition Act (Canada) approval condition to implementing the arrangement as set out in the arrangement agreement between the company and the purchaser, among others, dated Aug. 20, 2026).

The arrangement remains subject to certain customary closing conditions, including the issuance of a final order by the Ontario Superior Court of Justice (Commercial List) following the hearing expected to take place on Oct. 15, 2026. Subject to obtaining the final order and the satisfaction or waiver of the other conditions to implementing the arrangement as set out in the arrangement agreement, the arrangement is expected to close in October, 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 with over 100 corporate retail stores in Canada, two stores in the United States and an e-commerce platform that serves many international markets. It has more than 100 partner-operated stores in Asia, and it also operates a dedicated Roots-branded storefront on Tmall in China. It 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. Its 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. It 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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