K Bro Linen : AGM 2022

NOTICE

OF ANNUAL GENERAL MEETING & MANAGEMENT INFORMATION CIRCULAR

ANNUAL GENERAL

MEETING OF

SHAREHOLDERS

TO BE HELD ON JUNE 7, 2023

TABLE OF CONTENTS

1 INVITATION TO SHAREHOLDERS

2 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

4 VOTING INFORMATION

6 PROXY INFORMATION

9 MATTERS TO BE ACTED UPON AT THE MEETING

9 ANNUAL REPORT & CONSOLIDATED FINANCIAL STATEMENTS

9 ELECTION OF DIRECTORS

10 APPOINTMENT OF INDEPENDENT AUDITORS

11 INFORMATION CONCERNING THE DIRECTOR NOMINEES

14 COMPENSATION DISCUSSION & ANALYSIS

WE ARE

18 PERFORMANCE GRAPH

20 SUMMARY COMPENSATION TABLES FOR NAMED EXECUTIVE OFFICERS

23 COMPENSATION OF DIRECTORS

24 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

24 REPORT OF THE AUDIT COMMITTEE

26 REPORT OF THE COMPENSATION, NOMINATING & CORPORATE GOVERNANCE COMMITTEE

27 STATEMENT OF CORPORATE GOVERNANCE PRACTICES

31 OTHER BUSINESS

32 SCHEDULE A (MANDATE OF THE BOARD OF DIRECTORS)

2022 MANAGEMENT INFORMATION CIRCULAR

DEAR FELLOW SHAREHOLDERS,

On behalf of K-Bro's Board of Directors, management and employees, I invite you to attend the 2023 Annual General Meeting of Shareholders.

We will continue to hold the meeting in a virtual-only format, which will be conducted via live audio and slideshow webcast. Shareholders will have an equal opportunity to participate at the meeting online regardless of their geographic location. Shareholders will not be able to physically attend the meeting.

At the meeting, we will report on K-Bro's financial and operating performance in 2022, the first quarter of 2023 and discuss our plans for the remainder of the year. In addition, you will have an opportunity to virtually meet with our Board of Directors and management to discuss items of interest to you.

The business items to be dealt with are described in the notice of meeting and management information circular. We value the views of our shareholders and appreciate the time you spend understanding and voting on the business of K-Bro's annual general meeting.

This year, we are using "notice and access" to deliver our meeting materials. Accordingly, the Annual Report, the accompanying management information circular and related proxy materials, along with additional documentation and information concerning K-Bro, are available on our website at www.k-brolinen.com. You will also find K-Bro's recently filed corporate disclosure documents under "Financial Documents" on our webpage and under K-Bro's profile on www.sedar.com.

In the accompanying circular, you will also find important instructions on how to attend and vote at our annual meeting online. Registered shareholders and duly appointed proxyholders will be able to attend, submit questions and vote at the meeting online at web.lumiagm.com/480102673. Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the meeting as guests, but guests will not be able to vote or ask questions at the meeting.

If you are unable to attend the virtual meeting, or if you hold your shares in the name of a nominee, such as your brokerage firm, I encourage you to vote your proxy by any of the means available to you. We look forward to your continued support.

SINCERELY,

LINDA J . MCCURDY

Director, President & Chief Executive Officer

K-Bro Linen Inc.

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the annual general meeting (the "Meeting") of shareholders (the "Shareholders") of K-Bro Linen Inc. (the "Corporation" or "K-Bro") will be held on Wednesday, June 7, 2023 at 11:00 a.m. (Eastern Time) for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Corporation for the year ended December 31, 2022, together with the report of the auditors thereon;

1. To elect the directors of the Corporation for the ensuing year;
2. To appoint PricewaterhouseCoopers LLP as the independent auditors of the Corporation and authorize the Board of Directors to fix their remuneration and;
3. To transact such other business as may properly come before the Meeting or any postponement or adjournment thereof.

As a Shareholder, you are entitled to attend the Meeting and to cast one vote for each common share of the Corporation that you own. The specific details of all matters proposed to be put before the Meeting are set forth in the accompanying Information Circular.

VIRTUAL- ONLY FORMAT

We will continue to hold the Meeting in a virtual-only format, which will be conducted via live audio and slideshow webcast at web.lumiagm.com/480102673. At this website, Shareholders will have an equal opportunity to attend, ask questions and vote their shares at the Meeting, regardless of geographic location, Shareholders will not be able to physically attend the Meeting.

Registered Shareholders and duly appointed proxyholders will be able to attend, ask questions and vote at the Meeting online at web.lumiagm.com/480102673. Non-registered shareholders (being Shareholders who beneficially own shares that are registered in the name of an intermediary such as a bank, trust company, securities broker or other nominee, or in the name of a depository of which the

intermediary is a participant) who have not duly appointed themselves as proxyholder will be able to attend the Meeting online as guests, but guests will not be able to vote or ask questions at the Meeting.

A Shareholder who wishes to appoint a person other than the K-Bro proxyholders identified on the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves as proxyholder in order to attend and vote at the Meeting online) must carefully follow the instructions in the Information Circular and on their form of proxy or voting instruction form accompanying this Notice of Meeting. These instructions include the additional step of registering such proxyholder with our transfer agent, TSX Trust Company by calling 1.647.252.9650 (toll-free in North America) or 1.212.235.5754 (outside North America), after submitting a form of proxy or voting instruction form. Failure to register will result in the proxyholder not receiving a Control Number, which is used as their online sign-in credentials and is required for them to vote at the Meeting. Without a Control Number, such proxyholder will only be able to attend the Meeting online as a guest. Non-registered Shareholders located in the United States must also provide TSX Trust Company with a duly completed legal proxy if they wish to vote at the Meeting or appoint a third party as their proxyholder.

It is desirable that as many shares of the Corporation as possible be represented at the Meeting. If you choose not to attend the virtual Meeting and would like your shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all proxies must be received by TSX Trust Company, P.O. Box 721, Agincourt, Ontario, M1S OA1 or faxed to 416.595.9593, not later than 11:00 a.m. (Eastern Time) on June 5, 2023 or if the Meeting is adjourned or postponed, at least forty-eight (48) hours (excluding weekends and holidays), before the time set for the Meeting to resume. Late proxies may be accepted or rejected by the Chair of the Meeting at his or her discre- tion, and the Chair is under no obligation to accept or reject any particular late proxy. Notwithstanding the foregoing, the Chair of the Meeting will not be able to extend or waive the proxy cut-off time for Shareholders wishing to appoint another person (who need not be a Shareholder) to represent them at the Meeting virtually, including in respect of non-registered holders who wish to appoint themselves as proxyholder.

If you are a non-registered beneficial Shareholder, you must follow the instructions provided by your broker, securities dealer, bank, trust company or similar entity in order to vote your shares.

WE ARE DEPENDABLE.

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