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Maple Leaf précise son accord de gouvernance avec McCain Capital et Michael McCain

MISSISSAUGA, ON , Feb. 22, 2017 - Maple Leaf Foods Inc. (TSX: MFI) (the "Company") announced today that it has made further improvements to its governance by entering into a modified governance agreement with McCain Capital Inc. MCI ") and its President and Chief Executive Officer, Michael McCain (collectively the" McCain Holders "), the Company's principal shareholder. The original governance agreement was entered into between Mr. McCain, McCain Capital Corporation and the company on July 28, 2011.

"The amendments allowed for a progressive governance agreement between the company and its major shareholder to serve the best interests of all shareholders while respecting the board's commitment to continued good governance, "Said David Emerson, Maple Leaf Foods Board Chair.

Overview of key changes:

  • McCain holders have agreed to ensure that, regardless of their responsibilities, the Board of Directors is composed of a majority of independent directors appointed by the Corporate Governance Committee of the Board of Directors, administration.

  • The holders of McCain have agreed that their participation in the Company's equity may not exceed 45%, except in the case of a take-over bid for all the shares of the company or as a result of Measures taken by the undertaking or any other exempted measure specified as such.

  • The ability of McCain holders to transfer shares to a person who would become a holder of 20% or more of the outstanding shares has been restricted except in specific circumstances, such as certain estate Takeover bid for all of the company's shares.

  • The ability of McCain holders to enter into lock-up agreements for their shares has been restricted, except in the case of certain permitted blocking arrangements.

  • Mechanisms for an intergenerational transfer of the McCain holders' actions have been put in place.

Pursuant to these provisions and in light of recent changes to securities legislation that render the remaining provisions of the Rights Plan unnecessary, the Company will not reconfirm the current Shareholder Rights Plan at the Annual Meeting 2017, which means that it will expire in accordance with the terms and conditions laid down.

The modified governance agreement was approved by the independent directors of the company and was not entered into as a result of a proposed or pending transaction or a specific event.

The full text of the amended governance agreement will be filed under the company's profile and can be viewed at www.sedar.com.

Maple Leaf Foods Inc. is one of the largest companies specializing in protein products in Canada . The Company manufactures innovative high quality products marketed under national brands such as Maple Leaf ® , Prime Maple Leaf , Natural Selections ® Maple Leaf, Schneiders ® , Country Naturals ® Schneiders ® and Mina MD . Maple Leaf employs approximately 11,000 people in its Canadian operations and exports to many foreign markets, including the United States and Asia. Headquartered in Mississauga , Ontario , its shares are listed on the Toronto Stock Exchange under the symbol MFI.

For further information: Investor Relations: Jennifer Postelnik, 905-285-5898; Media Contact: Scott Bonikowsky, 905-285-1515

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