Roots Corporation Obtains Shareholder and Competition Act Approval for Previously Announced Plan of Arrangement

TORONTO--(BUSINESS WIRE)--Roots Corporation (the “Company” or “Roots”) (TSX: ROOT) today announced that at its special meeting (the “Meeting”) of holders (the “Shareholders”) of common shares (the “Shares”) of Roots, Shareholders voted in favour of the special resolution (the “Arrangement 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. (the “Purchaser”), will acquire all of the outstanding Shares for C$4.10 per Share in cash (the “Arrangement”), all as more particularly described in the Company’s management information circular dated September 8, 2026 (the “Information Circular”).

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 (“MI 61-101”).

The following 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:

Arrangement Resolution Approval	Number of Votes Cast		Percentage of Votes Cast
	For	Against	For	Against
(i) All Shareholder votes	28,149,071	79,182	99.72%	0.28%
(ii) Shareholder votes, except those required to be excluded under MI 61-101	21,733,771	79,182	99.64%	0.36%

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+ at www.sedarplus.ca.

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 August 20, 2026 (the “Arrangement Agreement”).

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) (the “Final Order”) following the hearing expected to take place on October 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

Established in 1973, Roots is a global lifestyle brand. Starting from a small cabin in northern Canada, Roots has become a global brand which operates over 100 locations in Canada, two stores in the United States, and an eCommerce platform, roots.com. We have more than 100 partner-operated stores in Asia, and we also operate a dedicated Roots-branded storefront on Tmall.com in China. We design, market, and sell a broad selection of products in different departments, including women’s, men’s, children’s, and gender- free apparel, leather goods, footwear, and accessories. Our products are built with uncompromising comfort, quality, and style that allows you to feel At Home With Nature™. We offer products designed to meet life’s everyday adventures and provide you with the versatility to live your life to the fullest. We also wholesale through business-to-business channels and license the brand to a select group of licensees selling products to major retailers. Roots Corporation is a Canadian corporation doing business as “Roots” and “Roots Canada”.

Forward-Looking Information

Certain information in this press release contains forward-looking information. This information is based on management’s reasonable assumptions and beliefs in light of the information currently available and is made as of the date of this press release. The forward-looking statements in this press release include, among other things, statements with respect to the Arrangement, including statements with respect to the anticipated timing and the various steps to be completed in connection with the Arrangement. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this press release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking information. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking information include, but are not limited to: the possibility that the Arrangement will not be completed on the terms and conditions or on the timing currently contemplated and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required court approvals and other conditions of closing necessary to complete the Arrangement or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; risks relating to the retention of key personnel during the interim period; the possibility of litigation relating to the Arrangement; risks related to the diversion of management’s attention from the Company’s ongoing business operations; and the other risk factors identified under “Risk Factors” in the Company’s current Annual Information Form and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are publicly filed under the Company’s SEDAR+ profile at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking information, which speaks only as of the date of this release and is subject to change after such date. The Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law.