Notice to Reader

On November 2, 2023, Maple Leaf Foods Inc. amended and refiled its Third Quarter 2023 Management's Discussion and Analysis ("MD&A") to correct certain mathematical errors in the calculation of Free Cash Flow as described below. Specifically, in the calculation of Free Cash Flow in the MD&A, the amount for Maintenance Capital for the three and nine months ended September 30, 2023 and 2022 were incorrectly added instead of deducted from Cash provided by operating activities. In particular, for the three months ended September 30, 2023 and 2022, and for the nine months ended September 30, 2023 and 2022, Maintenance Capital should have been shown as $(25.2) million rather than $25.2 million; $(17.5) million rather than $17.5 million; $(67.4) million rather than $67.4 million; and $(48.4) million rather than $48.4 million, respectively. As a result, for the three months ended September 30, 2023 and 2022, and for the nine months ended September 30, 2023 and 2022, Free Cash Flow should have been $89.6 million rather than $139.9 million; $57.9 million rather than $92.9 million; $25.6 million rather than $160.3 million; and $(41.9) million rather than $55.1 million.

The unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2023 were unaffected by the error. Other than as expressly set forth above, the revised MD&A does not update or restate any information in the originally filed MD&A or reflect events that occurred after the date of the filing of the original MD&A other than the typographical correction referred to above.

Management's Discussion and Analysis - Amended and Restated

For the Third Quarter Ended

September 30, 2023

MANAGEMENT'S DISCUSSION AND ANALYSIS | Q3 2023 | MAPLE LEAF FOODS INC.

Management's Discussion and Analysis

1

Financial Overview

1

2

Operating Review

2

3

Restructuring and Other Related Costs

4

4

Income Taxes

5

5

Capital Resources

5

6

Capital Expenditures

7

7

Normal Course Issuer Bid

7

8

Cash Flow and Financing

7

9

Goodwill

8

10

Financial Instruments

8

11

Transactions with Related Parties

9

12

Share Capital

9

13

Other Matters

9

14

Maple Leaf Centre for Action on Food Security

9

15

Summary of Quarterly Results

10

16

Significant Accounting Policies

11

17

Internal Controls Over Financial Reporting

12

18

Outlook

12

19

Non-IFRS Financial Measures

13

20

Forward-Looking Statements

20

21

About Maple Leaf Foods Inc.

23

MANAGEMENT'S DISCUSSION AND ANALYSIS | Q3 2023 | MAPLE LEAF FOODS INC.

Management's Discussion and Analysis

All dollar amounts are presented in Canadian dollars unless otherwise noted.

November 1, 2023

1. FINANCIAL OVERVIEW

As at or for the

As at or for the

($ millions except earnings per share)

Three months ended September 30,

Nine months ended September 30,

2023

2022

% Change

2023

2022

% Change

(Unaudited)

Sales

$

1,245.0

$

1,231.9

1.1 %

$

3,689.6

$

3,553.5

3.8 %

Net (Loss)

$

(4.3)

$

(229.5)

98.1 %

$

(115.7)

$

(270.4)

57.2 %

Basic Loss per Share

$

(0.04)

$

(1.86)

97.8 %

$

(0.95)

$

(2.18)

56.4 %

Adjusted Operating Earnings(i)

$

70.5

$

24.1

192.2 %

$

135.7

$

63.9

112.5 %

Adjusted (Loss) Earnings per Share(i)

$

0.13

$

(0.01)

nm(iii)

$

0.01

$

0.02

nm(iii)

Adjusted EBITDA - Meat Protein

$

138.4

$

100.9

37.2 %

$

341.0

$

302.6

12.7 %

Group(i)

Adjusted EBITDA - Plant Protein

$

(9.4)

$

(24.3)

61.3 %

$

(33.0)

$

(85.0)

61.2 %

Group(i)

Free Cash Flow(i)(ii)

$

89.6

$

57.9

54.7 %

$

25.6

$

(41.6)

nm(iii)

Construction Capital(i)

$

51.5

$

713.6

(92.8)%

Net Debt(i)

$

(1,769.5)

$

(1,522.2)

(16.2)%

Adjusted EBT(i)

$

25.1

$

8.4

198.8 %

$

17.8

$

26.2

(32.1)%

  1. Refer to section 19. Non-IFRS Financial Measures of this document for the definition of these non-IFRS measures.
  2. Certain comparative figures have been restated to conform with current year presentation.
  3. Not meaningful.

Sales for the third quarter of 2023 were $1,245.0 million compared to $1,231.9 million last year, an increase of 1.1%. Sales growth in the Meat Protein Group was mostly offset by a 16.4% sales decline in the Plant Protein Group. For more details on sales performance by operating segment, please refer to section 2. Operating Review.

Year-to-date sales for 2023 were $3,689.6 million compared to $3,553.5 million last year, an increase of 3.8%. Meat Protein Group sales grew 4.3% which more than offset the 14.5% decline in the Plant Protein Group during the same period.

Net loss for the third quarter of 2023 was $4.3 million ($0.04 loss per basic share) compared to a loss of $229.5 million ($1.86 loss per basic share) last year. The prior year net loss included a $190.9 million one-timenon-cash impairment charge related to the Plant Protein Group, as well as a $31.5 million decrease in the fair value of biological assets compared to a $0.3 million increase in 2023.The Meat Protein Group showed improved commercial results and pork market conditions, partly offset by cost inflation, along with increased start up costs(i). The Plant Protein Group delivered improved margins along with lower Selling, General, and Administrative ("SG&A") spending as the segment continues to reduce costs as part of its short term strategy. In addition, current year results were negatively impacted by higher interest expense with increased rates and higher debt largely to fund strategic capital expenditures, and by income tax expenses, which were a recovery in the prior year.

Year-to-date net loss for 2023 was $115.7 million ($0.95 loss per basic share) compared to loss of $270.4 million ($2.18 loss per basic share) last year due to similar factors as noted above, with the exception of increased pork market headwinds for the year to date.

Adjusted Operating Earnings for the third quarter of 2023 were $70.5 million compared to $24.1 million last year, and Adjusted Earnings per Share for the third quarter of 2023 was $0.13 compared to loss of $0.01 last year. The increase was a result of improved commercial results and pork market conditions, partly offset by cost inflation.

Year-to-date Adjusted Operating Earnings for 2023 were $135.7 million compared to $63.9 million last year, and Adjusted Earnings per Share for 2023 were a loss of $0.01 compared to earnings of $0.02 last year due to similar factors as noted above, with the exception of increased pork market headwinds for the year to date.

Adjusted Earnings Before Taxes ("Adjusted EBT") for the third quarter of 2023 were $25.1 million compared to $8.4 million last year. Adjusted EBT was driven by improved commercial performance and pork market conditions, partly offset by cost inflation in the Meat Protein Group, as well as improved margins in the Plant Protein group. This was partly offset by higher interest expense with increased rates and higher debt largely to fund strategic capital expenditures.

1

MANAGEMENT'S DISCUSSION AND ANALYSIS | Q3 2023 | MAPLE LEAF FOODS INC.

Year-to-date Adjusted EBT for 2023 were a loss of $17.8 million compared to earnings of $26.2 million last year due to similar factors as noted above with the exception of increased pork market headwinds for the year to date.

For further discussion on key metrics and a discussion of results by operating segment, refer to section 2. Operating Review below.

  1. Refer to section 19. Non-IFRS Financial Measures

2. OPERATING REVIEW

Maple Leaf Foods has two reportable segments. These segments offer different products, with separate organizational structures, brands, and financial and marketing strategies. The Company's chief operating decision makers regularly review internal reports for these businesses. Performance of the Meat Protein Group is based on profitable revenue growth, Adjusted Operating Earnings, Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA"), and Adjusted Earnings Before Taxes ("Adjusted EBT") while the performance of the Plant Protein Group in the short term is focused on obtaining Adjusted EBITDA neutral results.

The following table summarizes the Company's sales, gross profit (loss), Selling, General and Administrative expenses ("SG&A"), Adjusted Operating Earnings, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted EBT by operating segment for the three months ended September 30, 2023 and September 30, 2022.

Three months ended September 30, 2023

Three months ended September 30, 2022

($ millions)(i)

Meat

Plant

Non-

Meat

Plant

Non-

Protein

Protein

Total

Protein

Protein

Total

(Unaudited)

Group

Group

Allocated(ii)

Group

Group

Allocated(ii)

Sales

$

1,211.0

36.4

(2.5)

$

1,245.0

$

1,194.5

43.6

(6.2)

$

1,231.9

Gross profit (loss)

$

143.5

(2.2)

4.5

$

145.9

$

125.6

(9.8)

(33.3)

$

82.5

Selling, general and administrative expenses

$

83.0

11.9

-

$

94.9

$

82.9

19.9

-

$

102.8

Adjusted Operating Earnings(iii)

$

84.6

(14.1)

-

$

70.5

$

53.6

(29.5)

-

$

24.1

Adjusted EBITDA(iii)

$

138.4

(9.4)

-

$

129.0

$

100.9

(24.3)

-

$

76.7

Adjusted EBITDA Margin(iii)

11.4 %

(25.7)%

n/a

10.4 %

8.5 %

(55.6)%

n/a

6.2 %

Adjusted EBT(iii)

$

39.4

(14.3)

-

$

25.1

$

40.5

(32.1)

-

$

8.4

  1. Totals may not add due to rounding.
  2. Non-allocatedincludes eliminations of inter-segment sales and associated cost of goods sold, changes in the fair value of biological assets and derivatives, and non-allocated costs which are comprised of expenses not separately identifiable to reportable segments or are not part of the measures used by the Company when assessing a segment's operating results.
  3. Refer to section 19. Non-IFRS Financial Measures of this document for the definition of these non-IFRS measures.

2

MANAGEMENT'S DISCUSSION AND ANALYSIS | Q3 2023 | MAPLE LEAF FOODS INC.

The following table summarizes the Company's sales, gross profit (loss), SG&A, Adjusted Operating Earnings, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted EBT by operating segment for the nine months ended September 30, 2023 and September 30, 2022.

Nine months ended September 30, 2023

Nine months ended September 30, 2022

($ millions)(i)

Meat

Plant

Non-

Meat

Plant

Non-

Protein

Protein

Total

Protein

Protein

Total

(Unaudited)

Group

Group

Allocated(ii)

Group

Group

Allocated(ii)

Sales

$

3,591.6

110.5

(12.5)

$

3,689.6

$

3,444.1

129.3

(19.8)

$

3,553.5

Gross profit (loss)

$

354.2

(7.3)

(31.0)

$

315.9

$

392.5

(26.2)

(42.8)

$

323.6

Selling, general and administrative expenses

$

264.0

39.8

-

$

303.8

$

258.9

77.0

-

$

335.9

Adjusted Operating Earnings(iii)

$

182.8

(47.1)

-

$

135.7

$

162.3

(98.4)

-

$

63.9

Adjusted EBITDA(iii)

$

341.0

(33.0)

(0.6)

$

307.4

$

302.6

(85.0)

-

$

217.6

Adjusted EBITDA Margin(iii)

9.5%

(29.8)%

n/a

8.3%

8.8%

(65.7)%

n/a

6.1%

Adjusted EBT(iii)

$

66.3

(47.8)

(0.6)

$

17.8

$

132.3

(106.1)

-

$

26.2

  1. Totals may not add due to rounding.
  2. Non-allocatedincludes eliminations of inter-segment sales and associated cost of goods sold, changes in the fair value of biological assets and derivatives, and non-allocated costs which are comprised of expenses not separately identifiable to reportable segments or are not part of the measures used by the Company when assessing a segment's operating results.
  3. Refer to section 19. Non-IFRS Financial Measures of this document for the definition of these non-IFRS measures.

Meat Protein Group

The Meat Protein Group is comprised of prepared meats, ready-to-cook and ready-to-serve meals, snack kits, value-added fresh pork and poultry products that are sold to retail, foodservice and industrial channels, and agricultural operations in pork and poultry. The Meat Protein Group includes leading brands such as Maple Leaf®, Maple Leaf Prime®, Maple Leaf Natural Selections®, Schneiders®, Schneiders® Country Naturals®, Mina®, Greenfield Natural Meat Co.®, and other leading regional brands.

Sales for the third quarter of 2023 increased 1.4% to $1,211.0 million compared to $1,194.5 million last year. Sales growth was driven by pricing action implemented in prior quarters to reflect higher input costs, mix-shift and favourable foreign exchange. These factors were partly offset by lower volumes.

Year-to-date sales for 2023 increased 4.3% to $3,591.6 million compared to $3,444.1 million last year. Sales growth was driven by factors consistent with those mentioned above.

Gross profit for the third quarter of 2023 was $143.5 million (gross margin(i) of 11.8%) compared to $125.6 million (gross margin(i) of 10.5%) last year. Gross profit was positively impacted by pricing action to catch up to inflation, and improved pork market conditions including in Japan, partially offset by cost inflation, lower volume, and startup expenses. Gross profit for the third quarter included startup expenses of $24.1 million (2022: $11.0 million) associated with Construction Capital projects, which are excluded in the calculation of Adjusted Operating Earnings.

Year-to-date gross profit for 2023 was $354.2 million (gross margin(i) of 9.9%) compared to $392.5 million (gross margin(i) of 11.4%) last year. Gross profit was negatively impacted by pork market headwinds, cost inflation, start up expenses, and lower volume, partially offset by pricing action to address inflation. Gross profit year to date included start-up expenses of $92.7 million (2022: $28.7 million) associated with Construction Capital projects, which are excluded in the calculation of Adjusted Operating Earnings.

SG&A expenses for the third quarter of 2023 were consistent with the prior year, at $83.0 million compared to $82.9 million last year.

Year-to-date SG&A expenses for 2023 were $264.0 million compared to $258.9 million last year. The slight increase in SG&A expenses was driven by higher people costs from stabilizing staffing levels and discretionary spend, partially offset by lower advertising and promotional expenses.

Adjusted Operating Earnings for the third quarter of 2023 were $84.6 million compared to $53.6 million last year, driven by factors noted above.

Year-to-date Adjusted Operating Earnings for 2023 were $182.8 million compared to $162.3 million last year, consistent with factors noted above.

Adjusted EBITDA for the third quarter of 2023 were $138.4 million compared to $100.9 million last year, driven by factors consistent with those noted above as well as benefits from the London poultry plant and Bacon Centre of Excellence. Adjusted EBITDA Margin for the third quarter was 11.4% compared to 8.5% last year, driven by factors consistent with those noted above.

3

MANAGEMENT'S DISCUSSION AND ANALYSIS | Q3 2023 | MAPLE LEAF FOODS INC.

Year-to-date Adjusted EBITDA for 2023 were $341.0 million compared to $302.6 million last year, driven by factors consistent with those noted above. Year-to-date Adjusted EBITDA Margin for 2023 was 9.5% compared to 8.8% last year, also driven by factors consistent with those noted above.

During the third quarter of 2023 the Meat Protein Group Adjusted EBT were $39.4 million compared to $40.5 million last year, driven by factors consistent with those noted above, as well as a $28.5 million increase in interest expense as a result of increased interest rates and higher debt, and increased depreciation expense all related to continued capital investment.

Year-to-date Adjusted EBT were $66.3 million compared to $132.3 million last year, driven by factors consistent with those noted above, as well as an $84.1 million increase in interest expense as a result of increased interest rates and higher debt, and increased depreciation expense all related to continued capital investment.

Plant Protein Group

The Plant Protein Group is comprised of refrigerated plant protein products, premium grain-based protein, and vegan cheese products sold to retail, foodservice and industrial channels. The Plant Protein Group includes the leading brands Lightlife® and Field Roast™.

Sales for the third quarter of 2023 decreased 16.4% to $36.4 million compared to $43.6 million last year. Excluding the impact of foreign exchange, sales decreased 18.5%, driven by lower volumes across all channels, partially offset by pricing action implemented in prior quarters to mitigate inflation.

Year-to-date sales for 2023 decreased 14.5% to $110.5 million compared to $129.3 million last year. Excluding the impact of foreign exchange, sales decreased 18.5%, consistent with factors noted above.

Gross profit for the third quarter of 2023 was a loss of $2.2 million (gross margin loss(i) of 5.9%) compared to a loss of $9.8 million (gross margin loss(i) of 22.5%) last year. The improvement in gross margin was driven by operational improvements, higher pricing, and reduction in start-up expenses, partially offset by lower volumes. Gross profit for the third quarter of 2022 included start-up expenses of $0.2 million associated with Construction Capital projects which are excluded in the calculation of Adjusted Operating Earnings that were not repeated in the third quarter of 2023.

Year-to-date gross profit for 2023 was a loss of $7.3 million (gross margin loss(i) of 6.6%) compared to a loss of $26.2 million (gross margin loss(i) of 20.2%) last year. The increase in gross profit was also driven by factors consistent with those noted above. Year-to-date gross profit for 2022 included start-up expenses of $4.8 million associated with Construction Capital projects which are excluded in the calculation of Adjusted Operating Earnings, that were not repeated in 2023.

SG&A expenses for the third quarter of 2023 were $11.9 million (32.6% of sales) compared to $19.9 million (45.5% of sales) last year. The decrease in SG&A was largely driven by lower advertising and promotional expenses and lower headcount expenses.

Year-to-date SG&A expenses for 2023 were $39.8 million (36.0% of sales) compared to $77.0 million (59.5% of sales) last year. The decrease in SG&A was driven by factors consistent with those noted above, and well as lower consulting costs.

Adjusted Operating Earnings for the third quarter of 2023 were a loss of $14.1 million compared to a loss of $29.5 million last year. The improvement in Adjusted Operating Earnings is consistent with the factors noted above.

Year-to-date Adjusted Operating Earnings for 2023 were a loss of $47.1 million compared to a loss of $98.4 million last year. The improvement in Adjusted Operating Earnings is consistent with the factors noted above.

Adjusted EBITDA for the third quarter of 2023 were a loss of $9.4 million compared to a loss of $24.3 million last year, driven by factors consistent with those noted above. Adjusted EBITDA Margin for the third quarter was a loss of 25.7% compared to a loss of 55.6% last year, also driven by factors consistent with those noted above.

Year-to-date Adjusted EBITDA for the third quarter of 2023 were a loss of $33.0 million compared to a loss of $85.0 million last year, driven by factors consistent with those noted above. Year-to-date Adjusted EBITDA Margin for the third quarter was a loss of 29.8% compared to a loss of 65.7% last year, also driven by factors consistent with those noted above.

  1. Gross margin is defined as gross profit (loss) divided by sales.
  2. Refer to section 19. Non-IFRS Financial Measures of this document for the definition of these non-IFRS measures.

3. RESTRUCTURING AND OTHER RELATED COSTS

During the three months ended September 30, 2023, the Company recorded restructuring and other related costs of $4.1 million (2022: $2.3 million). The $4.1 million consists of $4.3 million (2022: $0.3 million) in the Plant Protein Group and a net reversal of $0.2 million (2022: $2.0 million) in the Meat Protein Group.

Of the $4.3 million (2022: $0.3 million) in the Plant Protein Group, $2.5 million (2022: $0.0 million) is related to asset impairments,

$0.2 million (2022: $0.0 million) is related to inventory write-offs, and $1.6 million (2022: $0.3 million) is related to severance and other

4

MANAGEMENT'S DISCUSSION AND ANALYSIS | Q3 2023 | MAPLE LEAF FOODS INC.

employee related costs, as the Company continues to change focus and reorganize SG&A and manufacturing operations in response to slower than previously anticipated segment growth.

Of the net reversal of $0.2 million (2022: $2.0 million) in the Meat Protein Group, $0.2 million (2022: $1.6 million) of costs related to

accelerated depreciation, $1.6 million (2022: $0.0 million) related to other cash costs and decommissioning costs, and a net reversal of

$2.0 million (2022: $0.4 million) related to severance and other employee costs related to the closures of the Brampton and Toronto poultry plants and the previously announced future closure of the Schomberg poultry plant.

During the nine months ended September 30, 2023, the Company recorded restructuring and other related costs of $22.9 million (2022: $24.4 million). The $22.9 million consists of $15.5 million (2022: $19.0 million) in the Plant Protein Group and $7.4 million (2022:

$5.4 million) in the Meat Protein Group.

Of the $15.5 million (2022: $19.0 million) in the Plant Protein Group, $7.5 million (2022: $15.9 million) is related to asset impairments,

$4.6 million (2022: $0.0 million) is related to inventory write-offs, $3.3 million (2022: $3.1 million) is related to severance and other

employee related costs, and $0.1 million (2022: $0.0 million) is related to decommissioning and other cash costs, as the Company changes focus and reorganizes SG&A and manufacturing operations in response to slower than previously anticipated segment growth.

Of the $7.4 million (2022: $5.4 million) in the Meat Protein Group, $2.4 million (2022: $4.1 million) of costs related to accelerated

depreciation, $1.0 million (2022: $0.0 million) related to asset impairment, $4.4 million (2022: $0.0 million) related to other cash costs

and decommissioning costs, and a net reversal of $0.9 million (2022: $1.3 million) related to severance and other employee costs related to the closures of Brampton, Toronto and St. Mary's poultry plants and the previously announced future closure of the Schomberg poultry plant. The remaining amount of $0.5 million (2022: $0.0 million) was related to employee related costs for other organizational restructuring initiatives.

4. INCOME TAXES

In the third quarter and the nine months ended September 30, 2023, the Company's effective rate of tax recovery differs from the Canadian statutory tax rate of 26.2% primarily due to the Company not recognizing a deferred tax recovery on losses of its Plant Protein subsidiary. The effective rates of tax expense in determining Adjusted Earnings per Share in the third quarter and the nine months ended September 30, 2023 are 36.5% and 92.3%, respectively. The effective tax rates in determining the Adjusted Earnings per Share in the third quarter and for the nine months differ from the Canadian statutory tax rate primarily due to the reason described above. In the third quarter and the nine months ended September 30, 2023, the effective tax rates on restructuring charges used in the computation of Adjusted Earnings per Share are 1.1% (expense) and 8.3% (recovery), respectively.

In the third quarter and the nine months ended September 30, 2022, the Company's effective rate of tax recovery differs from the Canadian statutory tax rate of 26.2% primarily due to the non-deductible impairment of goodwill charge and the Company not recognizing a deferred tax recovery on losses of its Plant Protein subsidiary incurred after March 31, 2022. The effective rates of tax expense in determining Adjusted Earnings per Share in the third quarter and the nine months ended September 30, 2022 are 113.0% and 91.5%, respectively. The effective tax rates in determining the Adjusted Earnings per Share in the third quarter and for the nine months ended September 30, 2022 differ from the Canadian statutory tax rate primarily due to the reasons described above.

5. CAPITAL RESOURCES

The consumer foods industry in which the Company operates is generally characterized by high sales volume and high turnover of inventories and accounts receivable. In general, accounts receivable and inventories are readily convertible into cash. Investment in working capital is affected by fluctuations in the price of raw materials, seasonal and other market-related fluctuations. The Company has consistently generated a strong base level of operating cash flow, even in periods of higher commodity prices and during the restructuring of its operations. These operating cash flows provide a base of underlying liquidity that the Company supplements with credit facilities and cash on hand to provide longer-term funding and to finance fluctuations in working capital levels.

The Company's cash balance as at September 30, 2023 was $204.6 million (September 30, 2022: $106.2 million; December 31, 2022: $91.1 million). Cash is held in demand and short-term investment deposits with Canadian financial institutions having long-term debt ratings of A or higher.

5

MANAGEMENT'S DISCUSSION AND ANALYSIS | Q3 2023 | MAPLE LEAF FOODS INC.

The composition of long-term debt is shown below:

($ thousands)

As at September 30,

As at September 30,

As at December 31,

(Unaudited)

2023

2022

2022

Revolving line of credit

$

863,400

$

905,084

$

999,523

U.S. term credit Tranche 1

359,367

366,177

358,664

Canadian term credit Tranche 2

350,000

350,000

350,000

Canadian term credit Tranche 3

400,000

-

-

Government loans

7,219

7,102

7,027

Deferred financing charges

(5,883)

-

(4,800)

Total long-term debt

$

1,974,103

$

1,628,363

$

1,710,414

Current

$

398,685

$

712

$

921

Non-current

1,575,418

1,627,651

1,709,493

Total long-term debt

$

1,974,103

$

1,628,363

$

1,710,414

Construction Capital(i) included in total long-term debt

$

50,013

$

678,635

$

9,461

  1. Refer to section 19. Non-IFRS Financial Measures of this document for the definition of this non-IFRS measure.

On June 20, 2023, the Company amended its existing syndicated sustainability-linked credit facility (the "Credit Facility") by adding an additional $400.0 million unsecured committed term credit tranche maturing June 20, 2024, and adjusting the financial covenants to facilitate access to the new tranche. In February 2023, the financial covenants were amended to reflect the extended effect of the post- pandemic economy.

On June 29, 2022, the Company renewed the Credit Facility by extending the maturity date of the $1,300.0 million unsecured committed revolving line of credit to June 29, 2027, and extending the maturity dates of the US$265.0 million and $350.0 million unsecured committed term credit facilities to June 29, 2027 and June 29, 2026, respectively.

The Credit Facility can be drawn in Canadian or U.S. dollars and bears interest payable monthly, based on Banker's Acceptance and Prime rates for Canadian dollar loans and based on the Secured Overnight Financing Rate ("SOFR") for U.S. dollar loans. The Credit Facility is intended to meet the Company's funding requirements for capital investments in addition to providing appropriate levels of liquidity for general corporate purposes. The interest rate on the Credit Facility may be adjusted up or down by a maximum of 5 basis points based on the Company's performance compared to specified sustainability targets.

In addition to the drawings on the revolving facility and the term credit, as at September 30, 2023 the Company had drawn letters of credit of $9.0 million on the Credit Facility (September 30, 2022: $8.4 million; December 31, 2022: $8.9 million).

The Credit Facility requires the maintenance of certain covenants. As at September 30, 2023, the Company was in compliance with all of these covenants. The primary financial covenant requires that the Company maintain a net debt to capitalization ratio below a specified threshold.

The Company has additional uncommitted credit facilities for issuing letters of credit up to a maximum of $105.0 million (September 30, 2022: $125.0 million; December 31, 2022: $125.0 million). As at September 30, 2023, $46.7 million in letters of credit had been issued thereon (September 30, 2022: $58.6 million; December 31, 2022: $58.9 million).

The Company has various government loans on specific projects. As at September 30, 2023, these loans are non-interest bearing facilities (September 30, 2022: 0.0%; December 31, 2022: 0.0%). These specific facilities are repayable over various terms and are maturing from 2024 to 2033. As at September 30, 2023, $7.2 million (September 30, 2022: $7.1 million; December 31, 2022: $7.0 million) was outstanding. All of these facilities are committed.

On June 24, 2022, the Company amended its accounts receivable securitization facility (the "Securitization Facility") by extending the maturity to June 24, 2024. The maximum cash advance available to the Company under the Securitization Facility is $135.0 million (September 30, 2022: $135.0 million; December 31, 2022: $135.0 million). The Securitization Facility provides cash funding with a proportion of the Company's receivables being sold, and provides the Company with competitively priced financing and further diversifies its funding sources. Under the Securitization Facility, the Company has sold certain of its trade accounts receivable, with very limited recourse, to an unconsolidated third-party trust financed by an international financial institution with a long-term AA- debt rating, for cash and short-term notes back to the Company. The receivables are sold at a discount to face value based on prevailing money market rates. The Company retains servicing responsibilities for these receivables.

As at September 30, 2023, the Company had $116.2 million (September 30, 2022: $196.3 million; December 31, 2022: $171.1 million) of trade accounts receivable serviced under the Securitization Facility. In return for the sale of its trade receivables, the Company will receive cash of $80.5 million (September 30, 2022: $135.0 million; December 31, 2022: $132.6 million) and notes receivable in the amount of $35.7 million (September 30, 2022: $61.3 million; December 31, 2022: $38.5 million). The notes receivable are non-interest

6

MANAGEMENT'S DISCUSSION AND ANALYSIS | Q3 2023 | MAPLE LEAF FOODS INC.

bearing and are settled on the settlement dates of the securitized accounts receivable. Due to the timing of receipts and disbursements, the Company may, from time to time, also record a receivable or payable related to the Securitization Facility. As at September 30, 2023, the Company recorded a net payable in the amount of $54.5 million (September 30, 2022: $0.0 million net payable; December 31, 2022: $10.1 million net receivable) in accounts payable and accruals. The facility is accounted for as an off-balance sheet transaction in accordance with International Financial Reporting Standards ("IFRS").

The Securitization Facility is subject to certain restrictions, including the maintenance of covenants. The Company was in compliance with all of the requirements of this facility as at September 30, 2023. If the Securitization Facility were to be terminated, the Company would recognize the related amounts on the unaudited condensed consolidated interim balance sheets ("Consolidated Interim Balance Sheets") and consider alternative financing if required.

6. CAPITAL EXPENDITURES

Capital expenditures for the third quarter of 2023 were $50.5 million compared to $76.3 million in the third quarter of last year and year- to-date capital expenditures for 2023 were $155.9 million compared to $255.3 million last year. The decrease in capital expenditures was primarily attributable to the completion of the construction of the London, Ontario poultry facility and expansions in raised without antibiotics hog barns partially offset by investments to increase further processed poultry capacity at the Prepared Meats facility in Brampton, Ontario.

The Company currently estimates its capital expenditures for 2023 will be approximately $200 million, down from previous expectations mainly due to timing of projects and disciplined capital management. Additionally the Company estimates its capital expenditures for 2024 will be in the range of $170 million to $190 million, based on expected timing of projects and continued discipline in capital management.

7. NORMAL COURSE ISSUER BID

On May 20, 2023 the Toronto Stock Exchange ("TSX") accepted the Company's notice of intention to commence a Normal Course Issuer Bid ("NCIB"), allowing the Company to repurchase, at its discretion, up to 7.2 million common shares in the open market or as otherwise permitted by the TSX, subject to the normal terms and limitations of such bids. Common shares purchased by the Company are cancelled. The program commenced on May 25, 2023 and will terminate on May 24, 2024, or on such earlier date as the Company completes its purchases pursuant to the notice of intention. Under this bid, during the three and nine months ended September 30, 2023, no shares were repurchased for cancellation.

On May 20, 2022 the TSX accepted the Company's notice of intention to commence a NCIB, allowing the Company to repurchase, at its discretion, up to 7.5 million common shares in the open market or as otherwise permitted by the TSX, subject to the normal terms and limitations of such bids. Common shares purchased by the Company are cancelled. The program commenced on May 25, 2022 and terminated on May 24, 2023. During the nine months ended September 30, 2023, 0.6 million (2022: 1.2 million) shares at an average price of $26.06 (2022: $22.97) per share were repurchased for cancellation. Under this bid, during the three months ended September 30, 2022, 1.2 million shares at an average price of $22.97 per share were repurchased for cancellation.

On May 20, 2021 the TSX accepted the Company's notice of intention to commence a NCIB, allowing the Company to repurchase, at its discretion, up to 7.5 million common shares in the open market or as otherwise permitted by the TSX, subject to the normal terms and limitations of such bids. Common shares purchased by the Company are cancelled. The program commenced on May 25, 2021 and terminated on May 24, 2022. Under this bid, during the three and nine months ended September 30, 2022, no shares were repurchased for cancellation.

The Company did not adopt an Automatic Share Purchase Plan ("ASPP") in connection with the NCIB that it put in place in on May 20, 2023. As at September 30, 2023, there was no obligation for the repurchase of shares (September 30, 2022: $30.5 million, December 31, 2022: $30.0 million) recognized under an ASPP.

8. CASH FLOW AND FINANCING

Cash and cash equivalents were $204.6 million at the end of the third quarter of 2023, compared to $106.2 million at the end of the third quarter of 2022, and $91.1 million as at December 31, 2022. The increase in cash and cash equivalents for the nine months ended September 30, 2023 was primarily due to cash earnings and loans drawn on the Credit Facility, partially offset by investment in long- term assets, interest payments and dividend payments.

Cash Flow from Operating Activities

Cash provided by operating activities for the third quarter of 2023 was $115.2 million compared to $75.5 million in 2022. The increase was mainly due to improved earnings and reduced investment in working capital, partially offset by higher interest and restructuring payments.

Cash provided by operating activities for the first nine months of 2023 was $93.9 million compared to $7.0 million in 2022. The increase was mainly due to working capital improvement and lower income tax payments, partially offset by higher interest and restructuring payments.

7

MANAGEMENT'S DISCUSSION AND ANALYSIS | Q3 2023 | MAPLE LEAF FOODS INC.

Cash Flow from Investing Activities

Cash used in investing activities for the third quarter of 2023 was $42.4 million compared to $85.6 million in 2022. The decrease was mainly due to lower investment in long-term assets as London poultry construction completed and proceeds from sale of a poultry facility in St. Mary's, Ontario.

For the first nine months of 2023, cash used in investing activities was $148.6 million compared to $274.3 million in 2022. The decrease was mainly due to lower investment in long-term assets as London poultry construction completed and proceeds from sale of a poultry facility in St. Mary's, Ontario.

Cash Flow from Financing Activities

Cash used in financing activities for the third quarter of 2023 was an outflow of $25.1 million compared to an inflow of $23.3 million in 2022. The change was primarily due to no drawings on the Credit Facility in the current quarter, partially offset by share repurchases under its NCIB program in the third quarter of 2022.

For the first nine months of 2023, cash provided by financing activities was $168.2 million compared to $211.5 million in 2022. The decrease was primarily due to lower drawings on the Credit Facility, and proceeds from sales of treasury shares (purchases in the prior year), partially offset by fewer share repurchases under its NCIB program.

9. GOODWILL

On September 30, 2022, the Company performed impairment testing on the Plant Protein Cash Generating Unit ("CGU") group. This test was triggered by the changes in macro-economic conditions which resulted in a significant increase in the discount rate of the Plant Protein CGU. This resulted in the Company recognizing non-cash impairment charges of $190.9 million related to goodwill during the third quarter of 2022, which represents 100% of the goodwill that was assigned to the Plant Protein CGU group.

Additional details are set out in Note 9 of the Consolidated Interim Financial Statements.

10. FINANCIAL INSTRUMENTS

The Company applies hedge accounting as appropriate and uses derivatives and other non-derivative financial instruments to manage its exposures to fluctuations in foreign exchange rates, interest rates, and commodity prices.

During the three months ended September 30, 2023, the Company recorded a pre-tax gain of $2.6 million (2022: gain of $7.3 million) on non-designated financial instruments held for trading.

During the nine months ended September 30, 2023, the Company recorded a pre-tax loss of $9.4 million (2022: gain of $23.0 million) on non-designated financial instruments held for trading.

During the three months ended September 30, 2023, the pre-tax amount of hedge ineffectiveness recognized in cost of goods sold was a loss of $0.0 million (2022: gain of $0.0 million).

During the nine months ended September 30, 2023, the pre-tax amount of hedge ineffectiveness recognized in cost of goods sold was a loss of $0.0 million (2022: gain of $0.0 million).

The table below sets out fair value measurements of derivative financial instruments as at September 30, 2023 using the fair value hierarchy:

($ thousands)

Level 1

Level 2

Level 3

Total

(Unaudited)

Assets:

Foreign exchange contracts

$

-

774

-

$

774

Interest rate swaps

-

2,231

-

2,231

$

-

3,005

-

$

3,005

Liabilities:

Foreign exchange contracts

$

-

574

-

$

574

Commodity contracts(i)

80

-

-

80

$

80

574

-

$

654

  1. Level 1 commodity contracts are net settled and recorded as a net asset or liability on the Consolidated Interim Balance Sheets.
    There were no transfers between levels for the three and nine months ended September 30, 2023 and September 30, 2022.

Determination of fair value and the resulting hierarchy requires the use of observable market data whenever available and is consistent with the methodology used in the Company's 2022 Annual Audited Consolidated Financial Statements. The classification of a financial

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Maple Leaf Foods Inc. published this content on 02 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 November 2023 21:14:11 UTC.