Route1 Inc. Adopts Shareholder Rights Plan

Executive Summary

• Route1 Inc. has adopted a shareholder rights plan effective June 10, 2026, designed to ensure fair treatment of all shareholders in the event of a potential takeover bid.
• The plan triggers if any person or related party acquires 20% or more of the Company's outstanding common shares without complying with the "Permitted Bid" provisions.
• Upon triggering, non-acquiring shareholders gain the right to purchase additional common shares at a substantial discount to the then-market price.
• The plan requires shareholder ratification within six months, regulatory acceptance, and execution by the rights agent; failure to secure shareholder approval within six months will result in automatic termination.

Key Details

• Effective Date: June 10, 2026
• Trigger Threshold: 20% beneficial ownership of outstanding common shares by any person, together with affiliates, associates, and persons acting in concert
• Rights Structure: One right attaches to each common share issued and outstanding; rights only become exercisable upon the triggering event
• Exercise Terms: Holders of Rights (excluding the acquiring person and Related Parties) may exercise rights to purchase additional common shares at a substantial discount to the then-market price
• Conditions Precedent: Requires execution by Computershare Investor Services Inc. (proposed rights agent), regulatory acceptance, and shareholder ratification within six months of adoption
• Termination Clause: If the Rights Plan is not approved by shareholders within six months of the Effective Date, it and all outstanding Rights will automatically terminate and cease to be effective
• Impact on Takeover Activity: Explicitly states the plan does not prohibit interested parties from proceeding with unsolicited takeover bids in accordance with applicable Canadian securities laws
• Disclosure & Ratification Process: A summary of principal terms will be included in the management information circular for a shareholder meeting to be held within six months; the complete Rights Plan will be available under the Company's profile on SEDAR+