3 5 | T M X G R O U P S U S TA I N A B I L I T Y R E P O R T 2 0 2 4 REPORT CONTENTS ABOUT THIS REPORT SUSTAINABILITY STRATEGY SUSTAINABILITY GOVERNANCE PROSPERITY PLANET PEOPLE APPENDICES The table below summarizes certain information about our Board composition as at December 31, 2024. For additional information on our current Board members, please refer to our Board of Directors page on our Investor Relations website and our 2025 Management Information Circular. Board Composition Metrics As at December 31, 2024 Board Type One-tier Independent Chairperson Luc Bertrand Executive Directors John McKenzie (1 of 12) Other Non-Executive Directors (I = Independent31) Luc Bertrand (I), Nicolas Darveau-Garneau (I), Martine Irman (I), Moe Kermani (I), William Linton (I), Audrey Mascarenhas (I), Monique Mercier (I), Peter Rockandel (I), Claude Tessier (I), Eric Wetlaufer (I), Ava Yaskiel (I) (11 of 12) Independent Director Target 50% Independent Directors 91.6% (11 of 12) Board Diversity Policy Please refer to our Board Diversity Policy. Target % of gender diversity 30% Women directors 33% (Martine Irman, Audrey Mascarenhas, Monique Mercier, Ava Yaskiel) Target % of other diversity characteristics32 1 director % of directors with other diversity characteristics 2 of 12(16.6%) 33 Average Director Tenure 6 years Average Director Age 61 years Independent, non-executive directors with 4 or less mandates34 Luc Bertrand, Nicolas Darveau-Garneau, Martine Irman, Moe Kermani, John McKenzie, William Linton, Audrey Mascarenhas, Monique Mercier, Peter Rockandel, Claude Tessier, Eric Wetlaufer, Ava Yaskiel Appendix E: Governance Data 31 An independent director must be independent under: (i) Section 1.4 of National Instrument 52-110 – Audit Committees; (ii) National Policy 58-201 – Corporate Governance Guidelines; and (iii) our recognition orders, and is not independent if they have one of the following relationships with a TSX, TSXV, MX or Alpha market participant: (i) is a partner, officer, director or employee of the market participant, or an associate of a partner, officer, director or employee of the market participant; or (ii) is a partner, officer, director or employee of a company affiliated with the market participant, and is actively or significantly engaged in the day-to-day operations of the market participant. Please refer to page 33 of our 2025 Management Information Circular for our Board Independence Statement and a description of how we determine whether a director is independent.25 Includes all permanent and hourly positions. 32 Other diversity requirements include age, geographic background as well as Indigenous Peoples (defined as First Nations, Inuk and Métis) and other underrepresented groups, including racialized persons, people living with disabilities and members of the 2SLGBTQIA+ community. 33 As determined through self-reporting. As reported on page 35 of our 2025 Management Information Circular, our 2025 nominees include one director who identified themselves as being ethnically diverse, representing 8% of the 2025 Board nominees. 34 Mandates refers to other directorships or executive positions with other publicly listed companies. While we do not have a formal limit on the number of other public company boards a director can sit on, the governance and regulatory oversight committee looks at whether directors are overcommitted by keeping track of how many other public company boards our directors sit on.
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