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No securities regulatory authority or stock exchange in Canada, the United States or any other jurisdiction has expressed an opinion about, or passed upon the fairness or merits of, the transactions described in this document, the securities offered pursuant to such transactions or the adequacy of the information contained in this document and it is an offense to claim otherwise.

 

These materials are important and require your attention. They require shareowners of Primo Water Corporation to make an important decision. If you are in doubt as to how to make such decision, please contact your financial, legal or other professional advisor. This document does not constitute an offer or a solicitation of securities or proxies to any Person in any jurisdiction in which such offer or solicitation is unlawful.

If you have any questions or require more information with regard to the procedures for voting or have questions regarding the information contained in this document please contact our proxy solicitation agent, MacKenzie Partners, Inc. at 1-800-322-2885 toll free in North America or by email at proxy@mackenziepartners.com.

No securities regulatory authority or stock exchange in Canada, the United States or elsewhere has expressed an opinion about, or passed upon the fairness or merits of, the transactions described in this document or the adequacy of the information contained in this document and it is an offense to claim otherwise. No securities regulatory authority or stock exchange in Canada, the United States or elsewhere has approved or registered this document, and this document is not required to be registered with a securities regulatory authority or stock exchange in any such jurisdiction.

[•], 2024

Dear Primo Shareowners:

You are invited to attend a special meeting of owners (the “Primo Shareowners”) of common shares (“Primo Shares”) of Primo Water Corporation (the “Company” or “Primo Water”) at [•] (Eastern time) on [•], 2024 (including any adjournments or postponements thereof, the “Meeting”). The Meeting will be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/PRMW2024SM.

On June 16, 2024, the Company entered into an arrangement agreement and plan of merger (the “Arrangement Agreement”) with Triton Water Parent, Inc. (“BlueTriton”), Triton US HoldCo, Inc., a wholly-owned subsidiary of BlueTriton (“NewCo”), Triton Merger Sub 1, Inc., a wholly-owned subsidiary of NewCo (“Merger Sub”) and 1000922661 Ontario Inc., a wholly-owned subsidiary of NewCo (“Amalgamation Sub”). The Arrangement Agreement provides that: (i) Amalgamation Sub will, by way of a court-approved statutory plan of arrangement pursuant to the provisions of the Business Corporations Act (Ontario), acquire all of the issued and outstanding Primo Shares in exchange for shares of NewCo, followed immediately by an amalgamation of Primo Water and Amalgamation Sub, with Primo Water surviving as a wholly-owned subsidiary of NewCo (the “Arrangement”); (ii) immediately following the Arrangement, Merger Sub will be merged with and into BlueTriton (the “Merger”), with BlueTriton surviving the Merger as a wholly-owned subsidiary of NewCo; (iii) immediately following the Merger, and as part of one integrated transaction with the Merger, BlueTriton, as the surviving company in the Merger, will be merged with and into NewCo (the “Subsequent Merger” and, together with the Merger, the “Mergers” and, collectively with the Arrangement, the “Transaction”), with NewCo being the surviving corporation in the Subsequent Merger; and (iv) as a result of the Transaction, Primo Water and Triton Water Intermediate, Inc., a wholly-owned subsidiary of BlueTriton, will be wholly-owned subsidiaries of NewCo.

Pursuant to the Arrangement, each Primo Share issued and outstanding immediately prior to the effective time of the Arrangement (the “Arrangement Effective Time”) (other than any Primo Shares held by Dissenting Shareowners (as defined below) or by Amalgamation Sub or any of its Affiliates) shall ultimately be exchanged for a number of shares of Class A common stock, par value $0.01 per share, of NewCo (the “NewCo Class A Shares”) on a 1:1 basis, subject to certain adjustments (the “Exchange Ratio”), resulting in former Primo Shareowners and former holders of Primo Equity Awards (as defined herein) holding NewCo Class A Shares representing approximately 43% of the fully diluted NewCo Shares (as defined below). The Arrangement Agreement provides that, at the Arrangement Effective Time, the Primo Water stock options and other equity awards outstanding immediately prior to the Arrangement Effective Time generally shall automatically convert into stock options and equity awards with respect to the same number of NewCo Class A Shares (subject to adjustments to the Exchange Ratio), on the same terms and conditions as in place immediately prior to the Arrangement Effective Time; provided, that Primo Water restricted stock units with performance-based vesting shall be converted into an award for a number of NewCo Class A Shares equal to the same number of Primo Shares, with equitable adjustments to the performance metrics to reflect the combined business, to be agreed by Primo Water and BlueTriton prior to Closing. The final offering period under the Company’s Employee Stock Purchase Plan (the “ESPP”) concluded on June 28, 2024 and the ESPP terminated on July 1, 2024.

Pursuant to the Transaction, each share of common stock of BlueTriton (collectively, the “BlueTriton Shares”) issued and outstanding immediately prior to the Merger (other than shares to be cancelled in accordance with the Arrangement Agreement) shall be converted into a number of NewCo Class A Shares or shares of NewCo Class B common stock, par value $0.01 per share (the “NewCo Class B Shares” and, together with the NewCo Class A Shares, the “NewCo Shares”), such that shareholders of BlueTriton will hold NewCo Class A Shares and NewCo Class B Shares representing approximately 57% of the fully diluted NewCo Shares. In the Subsequent Merger, each BlueTriton Share issued and outstanding shall be cancelled and each issued and outstanding NewCo Class A Share and NewCo Class B Share shall be unaffected by the Subsequent Merger.

It is expected that the Transaction will be completed as soon as practicable following receipt of all required regulatory approvals, the expiration or termination of all applicable waiting periods and the satisfaction of all other conditions to closing set forth in the Arrangement Agreement. After the Arrangement Effective Time, NewCo will operate under

a name to be agreed by Primo Water and BlueTriton prior to Closing and intends to list its shares on the New York Stock Exchange (the “NYSE”) under the trading symbol “[•]”, subject to the approval of the NYSE. It is anticipated that the Primo Shares will be delisted from the Toronto Stock Exchange and that the Company will apply to cease to be a reporting issuer under applicable Canadian securities laws. Upon completion of the Transaction, NewCo is expected to be a reporting issuer (or the equivalent) in all of the provinces of Canada and will therefore be subject to Canadian continuous disclosure and other reporting obligations under applicable Canadian Securities Laws. Provided that all relevant conditions are met, NewCo intends to apply to cease to be a reporting issuer under applicable Canadian securities laws.

The Arrangement Agreement, a copy of which is attached to the accompanying management information circular and proxy statement of Primo Water (the “Circular”) as “Schedule A”, has been filed with the U.S. Securities and Exchange Commission (“SEC”) and is available for viewing on the Electronic Data Gathering, Analysis, and Retrieval System of the SEC (“EDGAR”) at www.sec.gov and on Primo Water’s profile on the System for Electronic Data Analysis and Retrieval + (“SEDAR+”) at www.sedarplus.ca.

The Circular contains important information about the Transaction, the Arrangement Agreement, other information relating to Primo Water, BlueTriton and NewCo, and certain related matters, and you should read it carefully.

In connection with the execution of the Arrangement Agreement, each of the Company’s directors and executive officers, who hold in the aggregate approximately 2.1% of the outstanding Primo Shares as of the date of this Circular, executed a Voting Agreement with BlueTriton (collectively, the “Voting Agreements”). The Voting Agreements were executed by such directors and executive officers solely in their capacity as direct or indirect holders of Primo Shares and do not apply in any manner to them in their capacity as director, officer or employee of the Company.

Each shareholder party to a Voting Agreement has agreed to cause any Primo Shares subject to such Voting Agreement to be voted at the Meeting in favor of the Arrangement Resolution (as defined below) and any other matter necessary for the consummation of the transactions contemplated by the Arrangement Agreement and against certain matters inconsistent with the Arrangement Agreement, unless there has been a change in recommendation of the Company’s board of directors (the “Board”) with respect to the Arrangement Resolution made in compliance with the Arrangement Agreement. Such shareholders have also agreed not to exercise any rights of appraisal or rights of dissent provided under any applicable Laws, among other things.

A copy of the form of Voting Agreement has been filed with the SEC and is available for viewing on EDGAR at www.sec.gov and on Primo Water’s profile on SEDAR+ at www.sedarplus.ca.

At the Meeting, Primo Shareowners will be asked to consider and vote on a special resolution to approve the Arrangement (the “Arrangement Resolution”). In order for the Transaction to become effective, the Arrangement Resolution must be approved by the affirmative vote of not less than 66²∕3% of the votes cast by the Primo Shareowners present or represented by proxy and entitled to vote at the virtual Meeting.

In addition to the Arrangement Resolution, pursuant to Section 14A of the 1934 Exchange Act, Primo Water is seeking a non-binding advisory vote from the Primo Shareowners to approve, on an advisory basis, the payment of certain compensation to certain of Primo Water’s executive officers that will or may become payable by Primo Water to such executive officers in connection with the consummation of the Transaction (the “Executive Compensation Resolution” and together with the Arrangement Resolution, the “Transaction Resolutions”), as further described in the Circular.

The Transaction is also subject to certain other conditions, including the approval of the Arrangement by the Ontario Superior Court of Justice (Commercial List), approval to list the NewCo Shares on the NYSE and the required regulatory approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Competition Act (Canada) and the Investment Canada Act.

A special committee of the Board (the “Special Committee”), consisting entirely of independent directors, was formed for the purpose of evaluating the possible strategic alternatives that may be available to the Company. The Special Committee evaluated the Transaction in consultation with the Company’s senior management and legal and

financial advisors and, after careful consideration of the various factors described in the Circular under the heading “Description of the Transaction — Primo Water’s Reasons for the Transaction”, unanimously determined that the Transaction is fair, from a financial point of view, to the Primo Shareowners and that the Transaction is in the best interests of Primo Water, and unanimously recommended to the Board that the Board determine that the Transaction is in the best interests of Primo Water, approve the Transaction and recommend that the Primo Shareowners vote “FOR” the Arrangement Resolution and the proposals set forth in the Circular.

The Board evaluated the Transaction in consultation with the Company’s senior management and legal and financial advisors and, after careful consideration of the various factors described in the Circular under the heading “Description of the Transaction — Primo Water’s Reasons for the Transaction”, and taking into account, among other things, the recommendation of the Special Committee, unanimously determined that the Transaction is fair, from a financial point of view, to the Primo Shareowners, determined that the Transaction is in the best interests of Primo Water, approved the execution, delivery and, subject to the Primo Shareowner Approval and other terms and conditions set forth therein, performance of the Arrangement Agreement and the transactions contemplated thereby and recommends that the Primo Shareowners vote “FOR” the Arrangement Resolution and the proposals set forth in the Circular. It is a condition to the completion of the Transaction that the Arrangement Resolution be approved at the Meeting.

The accompanying Circular describes the Transaction and includes certain additional information to assist you in considering how to vote on the Transaction Resolutions. This information is important and you are urged to read this information carefully and, if you require assistance, to consult your financial, legal, tax and other professional advisors.

The Meeting will be held at [•] (Eastern time) on [•], 2024 virtually via a live audio webcast at www.virtualshareholdermeeting.com/PRMW2024SM. As the Company aims to maximize Primo Shareowner participation, the Meeting will be in a virtual-only format. All Primo Shareowners, regardless of geographic location, will have an equal opportunity to listen to the Meeting live, ask questions and vote in real time. The online Meeting will ensure that Primo Shareowners who attend the Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

The Meeting can be accessed at www.virtualshareholdermeeting.com/PRMW2024SM. Primo Shareowners will need the 16-digit control number contained on their form of proxy or voting instruction form included in these Meeting materials and access to an internet-connected device such as a laptop, computer, tablet or mobile phone for the full duration of the Meeting.

In order to determine how to vote, you must first determine whether you are (i) a registered holder of Primo Shares (“Registered Shareowner”); or (ii) a beneficial, or non-registered, holder of Primo Shares (a “Beneficial Shareowner”).

Registered Shareowners, duly appointed proxyholders and Beneficial Shareowners who have logged in to the Meeting using the 16-digit control number will be entitled to vote in real time and ask questions at the Meeting. Guests, including Beneficial Shareowners who do not have their 16-digit control number, can listen to the Meeting, but will not be able to vote or ask questions.

Your vote is important regardless of the number of Primo Shares you own. Whether or not you expect to attend the Meeting, we encourage you to take the time to complete, sign, date and return the enclosed form of proxy or voting instruction form, as applicable, in accordance with the instructions set out therein so that your Primo Shares can be

voted at the Meeting. A Primo Shareowner’s form of proxy must be received by the Company’s Meeting provider, Broadridge Financial Solutions, Inc., by no later than [•] (Eastern time) on [•], 2024 or 48 hours prior to any adjourned or postponed Meeting. Beneficial Shareowners should carefully follow the instructions of their intermediaries, including those regarding when and where the form of proxy or the voting instruction form is to be delivered, in order to ensure that their Primo Shares are voted at the Meeting.

Detailed instructions about how to attend the Meeting, appoint a proxyholder and vote can be found in the Circular under the heading “Information Concerning the Meeting”.

If you are a Registered Shareowner, we also encourage you to complete, sign, date and return the enclosed Letter of Transmittal along with the share certificate(s) and/or DRS advice(s) (if applicable) representing your Primo Shares so that, if the Arrangement Resolution is approved and the Transaction is completed, the consideration for your Primo Shares can be sent to you at the correct address as soon as possible following the implementation of the Transaction. Only Registered Shareowners will receive a Letter of Transmittal. Beneficial Shareowners will receive instructions from their intermediaries as to how to receive NewCo Shares in exchange for their Primo Shares following the completion of the Transaction.

We urge you to carefully consider all of the information in the Circular, including any documents incorporated by reference therein. If you require assistance, please consult your financial, legal or other professional advisors.

Sincerely,

On behalf of the board of directors of Primo Water Corporation

 

 

Jerry Fowden, Chairman of the Board

will ensure that Primo Shareowners who attend the Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. Primo Shareowners will need the 16-digit control number located on their form of proxy or voting instruction form included in these Meeting materials and access to an internet-connected device such as a laptop, computer, tablet or mobile phone for the full duration of the Meeting.

In order to determine how to vote, you must first determine whether you are (i) a registered holder of Primo Shares (“Registered Shareowner”); or (ii) a beneficial, or non-registered, holder of Primo Shares (a “Beneficial Shareowner”).

Registered Shareowners, duly appointed proxyholders and Beneficial Shareowners who have logged in to the Meeting using the 16-digit control number will be entitled to vote in real time and ask questions at the Meeting. Guests, including Beneficial Shareowners who do not have their 16-digit control number, can listen to the Meeting, but will not be able to vote or ask questions. Detailed instructions about how to attend the Meeting, appoint a proxyholder and vote can be found in the Circular under the heading “Information Concerning the Meeting”.

Your vote is important regardless of the number of Primo Shares you own. Whether or not you expect to attend the Meeting, we encourage you to take the time to complete, sign, date and return the enclosed form of proxy or voting instruction form, as applicable, in accordance with the instructions set out therein so that your Primo Shares can be voted at the Meeting. All proxies must be executed by a Primo Shareowner or their attorney duly authorized in writing or, if a Primo Shareowner is a non-individual entity, by a duly authorized signatory or attorney thereof. The completed form of proxy must be deposited by Registered Shareowners with the Company’s Meeting provider, Broadridge Financial Solutions, Inc. (“Broadridge”) (i) by mail using the enclosed return envelope; or (ii) by hand delivery to Broadridge, 51 Mercedes Way, Edgewood, New York 11717, United States. Alternatively, a Primo Shareowner may vote by telephone at 1-800-690-6903 or by internet using the 16-digit control number located at the bottom of the Primo Shareowner’s proxy at www.proxyvote.com. All instructions are listed in the enclosed form of proxy. A Registered Shareowner’s form of proxy must be received no later than [•] (Eastern time) on [•], 2024, or 48 hours prior to any adjourned or postponed Meeting. The Chair of the Meeting may waive or extend the proxy cut-off without notice. Beneficial Shareowners should carefully follow the instructions of their intermediaries, including those regarding when and where the form of proxy or the voting instruction form is to be delivered, in order to ensure that their Primo Shares are voted at the Meeting.

Registered Shareowners as of the Record Date have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Primo Shares in accordance with the provisions of Section 185 of the OBCA, as modified by the plan of arrangement implementing the Arrangement (“Plan of Arrangement”) and the Interim Order (“Dissent Rights”). A Registered Shareowner wishing to exercise Dissent Rights with respect to the Arrangement must send to Primo Water a written objection to the Arrangement Resolution, which written objection must be received by Primo Water at 1150 Assembly Drive, Suite 800, Tampa, Florida 33607, United States, Attention: Marni Morgan Poe, Chief Legal Officer and Secretary, email: mpoe@primowater.com, with a copy to Goodmans LLP, Bay Adelaide Centre, 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7, Canada, Attention: Michelle Vigod, email: mvigod@goodmans.ca and Laura Corridore, email: lcorridore@goodmans.ca, by no later than 5:00 p.m. (Eastern time) on [•], 2024, being the second business day immediately prior to the date of the Meeting (or, if the Meeting is adjourned or postponed, 5:00 p.m. (Eastern time) the second business day immediately prior to the beginning of any adjournment or postponement of the Meeting), and must otherwise strictly comply with the dissent procedures prescribed by the OBCA, as modified by the Plan of Arrangement and the Interim Order. A Primo Shareowner’s Dissent Rights are more particularly described in the Circular under the heading “Dissenting Shareowner Rights”. A copy of the Plan of Arrangement, the text of the Interim Order and the text of Section 185 of the OBCA are set forth in “Schedule B — Plan of Arrangement”, “Schedule E — Interim Order” and “Schedule O — Dissent Provisions of the OBCA”, respectively, to the Circular.

Persons who are Beneficial Shareowners who wish to exercise Dissent Rights should be aware that only Registered Shareowners are entitled to dissent. Accordingly, a Beneficial Shareowner desiring to exercise this right must make arrangements for the registered holder of such Primo Shares to exercise Dissent Rights on the Beneficial Shareowner’s behalf.

Failure to strictly comply with the requirements set forth in Section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of any right of dissent. It is strongly suggested that any Primo Shareowner wishing to dissent seek independent legal advice.

If you have any questions or require more information with respect to the procedures for voting, please contact our proxy solicitation agent, MacKenzie Partners, Inc. at 1-800-322-2885 toll free in North America or by email at proxy@mackenziepartners.com.

This Circular is furnished in connection with the solicitation of proxies by and on behalf of management of Primo Water for use at the special meeting of Primo Shareowners to be held at [•] (Eastern time) on [•], 2024 (including any adjournments or postponements thereof, the “Meeting”). The Meeting will be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/PRMW2024SM. For more information on how to attend, participate in and vote at the Meeting, please see the Notice of Meeting and the section of this Circular titled “Information Concerning the Meeting — Participation and Voting at the Meeting”.

Capitalized terms used in this Circular but not otherwise defined herein have the meanings set forth in “Schedule Q — Glossary of Defined Terms”. Unless otherwise indicated or required by context, the terms “we,” “us” or “our” refer to Primo Water. In addition, unless otherwise expressly stated or the context otherwise requires, references to “BlueTriton” in this Circular refer to Triton Water Parent, Inc. and its subsidiaries, collectively. In this Circular, unless there is something in the subject matter or context inconsistent therewith, words importing the singular number only (including defined terms) include the plural. Capitalized words and terms used in the schedules attached to this Circular are defined separately therein.

This document is important and requires your attention. Primo Shareowners should not construe the contents of this Circular as legal, tax or financial advice and are urged to consult with their own legal, tax, financial or other professional advisors.

This Circular is dated [•], 2024 and is first being mailed to Primo Shareowners on or about [•], 2024. Information contained in this Circular is given as of the date of this Circular unless otherwise specifically stated and except for information contained in documents incorporated by reference herein, which is given as at the respective dates stated in such documents. All summaries of, and references to, the Plan of Arrangement, the Arrangement Resolution, the Arrangement Agreement, the Voting Agreements and the other documents included or incorporated by reference in this Circular are qualified in their entirety by reference to the complete text of these documents, each of which is either included as a schedule to this Circular or filed under Primo Water’s profile on EDGAR at www.sec.gov and on SEDAR+ at www.sedarplus.ca.

No Person has been authorized to give any information or make any representation in connection with the Transaction and the issuance of NewCo Shares in connection with the Transaction, or any other matters to be considered at the Meeting or discussed in or incorporated by reference in this Circular other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by Primo Water or any of the BlueTriton Parties and should not be relied upon in making a decision as to how to vote on the resolutions to be considered at the Meeting.

Information contained on either Primo Water’s or BlueTriton’s website is not and is not deemed to be a part of this Circular or incorporated by reference herein and should not be relied upon in making a decision as to how to vote on the resolutions to be considered at the Meeting. For greater certainty, to the extent that any information contained or provided on Primo Water’s or BlueTriton’s websites or by Primo Water’s proxy solicitation agent is inconsistent with this Circular, you should rely on the information provided in this Circular.

This Circular does not constitute an offer to buy, or a solicitation of an offer to sell, any securities, or the solicitation of a proxy, by any Person in any jurisdiction in which such an offer or solicitation is not authorized or in which the Person making such an offer or solicitation is not qualified to do so or to any Person to whom it is unlawful to make such an offer or solicitation. Neither the delivery of this Circular nor any distribution of the securities referred to in this Circular will, under any circumstances, imply or represent that there has been no change in the information set forth herein since the currency date of such information as set out in this Circular.

THIS CIRCULAR AND THE TRANSACTIONS CONTEMPLATED BY THE ARRANGEMENT AGREEMENT AND THE PLAN OF ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY NOR HAS ANY SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTIONS OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

The information concerning the BlueTriton Parties and certain information concerning NewCo contained in this Circular has been provided by BlueTriton. Although the Company has no knowledge that would indicate that any statements contained herein taken from or based upon such documents, records or sources are untrue or incomplete, the Company does not assume any responsibility for the accuracy or completeness of the information taken from or based upon such documents, records or sources, or for any failure by the BlueTriton Parties, NewCo or any of their respective Affiliates or any of their respective representatives to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company. In accordance with the Arrangement Agreement, BlueTriton provided the Company with all necessary information concerning the BlueTriton Parties, NewCo and their respective officers and directors that is required by Law to be included in this Circular and confirmed that such information does not contain any (i) any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in light of the circumstances under which they are made, not misleading; or (ii) any Misrepresentation.

Management of the Company is soliciting your proxy. Management requests that you sign and return the proxy form or voting instruction form so that your votes are exercised at the Meeting. To encourage you to vote, you may be contacted by directors, officers, employees, consultants or agents of the Company by telephone, email, internet, facsimile, in-person or by other means of communication, or by the Company’s proxy solicitation agent, MacKenzie Partners, who have been engaged by the Company in connection with the Circular. The BlueTriton Parties and their Affiliates may also participate in the solicitation of proxies.

The Company may utilize Broadridge’s QuickVote^TM system. If so, non-objecting beneficial owners of Primo Shares may be contacted by MacKenzie Partners to obtain voting instructions over the telephone, with such instructions to be relayed to Broadridge on behalf of such Primo Shareowner’s intermediary. While representatives of MacKenzie Partners are soliciting proxies on behalf of management of Primo Water, Primo Shareowners are not required to vote in the manner recommended by the Board. The QuickVote^TM system is intended to assist Primo Shareowners in placing their votes; however, there is no obligation of any Primo Shareowner to vote using the QuickVote^TM system, and Primo Shareowners may vote (or change or revoke their votes) at any other time and in any other applicable manner described in this Circular. Any voting instructions provided by a Primo Shareowner will be recorded and such Primo Shareowner will receive a letter from Broadridge (on behalf of the Primo Shareowner’s intermediary) as confirmation that their voting instructions have been accepted.

MacKenzie Partners is expected to receive an estimated fee of $20,000 for services provided in connection with the Transaction, as well as the reimbursement of its reasonable out-of-pocket expenses. The Company will bear the cost of solicitation of proxies and will reimburse intermediaries for their reasonable charges and expenses incurred in forwarding proxy materials to non-registered Primo Shareowners. The Company will pay for intermediaries to deliver copies of the proxy-related materials in connection with the Meeting to “objecting beneficial owners” of Primo Shares.

The Persons named in the enclosed form of proxy are directors and/or officers of Primo Water. Each Primo Shareowner has the right to appoint a Person, who need not be a Primo Shareowner, other than the Persons named in the enclosed form of proxy, to represent such Primo Shareowner at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting such Person’s name in the blank space provided and striking out the names of management’s nominees in the enclosed form of proxy or by completing another proper form of proxy.

The directors of the Company, as well as certain experts referenced in this Circular and the documents incorporated by reference herein, reside outside of Canada. It may not be possible for Primo Shareowners to effect service of process within Canada upon such Persons. Primo Shareowners are advised that it may not be possible to enforce judgments obtained in Canada against any person that is incorporated, continued or otherwise organized under the Laws of a foreign jurisdiction or who resides outside of Canada.

THE SECURITIES TO BE ISSUED PURSUANT TO THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR THE SECURITIES REGULATORY AUTHORITIES

OF ANY STATE OF THE UNITED STATES, NOR HAVE THE SEC OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS PROXY STATEMENT/CIRCULAR OR THE FAIRNESS OR MERITS OF THE PLAN OF ARRANGEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The issuance of NewCo Class A Shares to the holders of Primo Shares in exchange for their Primo Shares (the “NewCo Consideration Shares”) and the issuance of NewCo Replacement Awards in exchange for Primo Equity Awards, respectively, in each case pursuant to the Arrangement, have not been and will not be registered under U.S. Securities Laws, and such securities will be issued in reliance upon the exemption from the registration requirements of the 1933 Securities Act provided by Section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”) and exemptions from applicable U.S. Securities Laws. The Section 3(a)(10) Exemption exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration under the 1933 Securities Act where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by Law to grant such approval, after a hearing upon the substantive and procedural fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely notice thereof. The court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Arrangement will be considered.

The Final Order, if granted, will constitute the basis for an exemption from the registration requirements of the 1933 Securities Act, pursuant to the Section 3(a)(10) Exemption, with respect to the issuance of the NewCo Consideration Shares to the Primo Shareowners in exchange for their Primo Shares and the issuance of NewCo Replacement Awards to holders of Primo Equity Awards in exchange for their Primo Equity Awards, pursuant to the Plan of Arrangement upon completion of the Arrangement. The Court will be informed of this effect of the Final Order.

The NewCo Consideration Shares received by the Primo Shareowners pursuant to the Arrangement (which, for avoidance of doubt, does not include the NewCo Class A Shares issuable upon exercise or vesting of NewCo Replacement Awards) will be freely tradable under the 1933 Securities Act after the completion of the Arrangement, except by Persons who are “affiliates” (as defined in Rule 144 of the 1933 Securities Act (“Rule 144”)) of NewCo following completion of the Arrangement or who were affiliates of NewCo within 90 days prior to the completion of the Arrangement. The NewCo Consideration Shares issued to the Primo Shareowners who are such affiliates (or former affiliates) of NewCo may be subject to the registration requirements of the 1933 Securities Act, absent an exemption or exclusion therefrom, such as the exemptions contained in Rule 144 or Rule 904 of Regulation S of the 1933 Securities Act. See “Description of the Transaction — U.S. Securities Law Matters”.

It is intended that for U.S. federal income tax purposes (and any applicable corresponding U.S. state and local tax purposes) (i) the Arrangement qualify as a “reorganization” under Section 368(a) of the Code (the “Arrangement Intended Tax Treatment”); and (ii) the Arrangement and the Mergers, taken together in the Transaction, qualify as transfers of property to NewCo that are described under Section 351 of the Code (the “Transaction Intended Tax Treatment”). Assuming the Arrangement qualifies for the Arrangement Intended Tax Treatment (or the Arrangement and the Mergers, taken together in the Transaction, qualify for the Transaction Intended Tax Treatment), U.S. Holders of Primo Shares are not expected to recognize any gain or loss for U.S. federal income tax purposes upon the exchange of their Primo Shares pursuant to the Arrangement, except to the extent of any cash a U.S. Holder may receive in lieu of a fractional NewCo Class A Share. For a more complete description of the material U.S. federal income tax considerations of the Arrangement to U.S. Holders of Primo Shares, see “Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Transaction”. Primo Shareowners should consult their own tax advisors to determine the particular tax consequences to them of participating in the Arrangement and the ownership and disposition of NewCo Consideration Shares acquired pursuant to the Arrangement.

Primo Water is a corporation organized under the Laws of the Province of Ontario. The solicitation of proxies involves securities of a Canadian issuer and is being effected in accordance with applicable corporate and securities laws in Canada. Primo Shareowners should be aware that the requirements applicable to the Company under Canadian corporate and securities laws may differ from requirements under corporate and securities laws relating to corporations in other jurisdictions.

The enforcement of civil liabilities under the securities laws of jurisdictions outside Canada may be affected adversely by the fact that the Company is organized under the Laws of the Province of Ontario. You may not be able to sue the Company and its directors or officers in a Canadian court for violations of foreign securities laws. It may be difficult to compel the Company to subject itself to a judgment of a court outside Canada. Primo Shareowners who are non-Canadian taxpayers should be aware that the Transaction described in this Circular may have tax consequences both in Canada and such non-Canadian jurisdictions in which they are resident. This Circular does not contain a summary of the non-Canadian federal (or other) income tax and non-U.S. federal income (or other) tax considerations of the Transaction for Primo Shareowners who are subject to income (or other) tax outside of Canada or the United States. Such Primo Shareowners should consult their own tax advisors with respect to the tax implications of the Arrangement, including any associated filing requirements in such jurisdictions.

This Circular and the documents incorporated by reference into this Circular contain forward-looking statements and forward-looking information within the meaning of applicable Securities Laws, conveying management’s expectations as to the future based on plans, estimates and projections at the time of such statements. Forward-looking statements involve inherent risks and uncertainties, as well as assumptions, that, if proven incorrect or do not materialize, could cause the actual results of Primo Water, the BlueTriton Parties or NewCo to differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements generally are identified by the words “intend,” “plan,” “may,” “should,” “will,” “would,” “could,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “predict,” “seek,” “continue,” “potential,” “opportunity” and other similar expressions and the negatives of such expressions. However, not all forward-looking statements contain these words. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. For example, forward-looking statements include projections of earnings, revenues, synergies, accretion or other financial items; any statements of the plans, strategies and objectives of management for future operations, including the execution of integration and restructuring plans and the anticipated timing of filings, approvals related to the Transaction and the Closing; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; statements of belief and any statement of assumptions underlying any of the foregoing. The forward-looking statements are based on Primo Water and BlueTriton’s current expectations, plans and estimates. Primo Water and BlueTriton believe these assumptions to be reasonable, but there is no assurance that they will prove to be accurate.

More particularly and without restriction, this Circular contains forward-looking statements and information regarding:

The forward-looking statements and information included and incorporated by reference in this Circular and the documents incorporated by reference into this Circular are based on certain key expectations and assumptions, including expectations and assumptions concerning interest and foreign exchange rates, the absence of a significant shift in labor, economic and geopolitical conditions or material changes in the Company’s, BlueTriton’s and NewCo’s competitive environment expected growth, results of operations, performance, business prospects and opportunities, effective income tax rates and assumptions regarding management’s current plans and estimates. Although Primo Water believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because Primo Water can give no assurance that they will prove to be correct.

Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. The following factors or events, among others, could cause actual results to differ materially from those described in the forward-looking statements:

This list is not exhaustive of the factors that may affect any of the forward-looking statements in this Circular. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the section of this Circular titled “Risk Factors”. Additional factors that could cause results to differ materially from those described and incorporated by reference in this Circular and the documents incorporated by reference into this Circular can be found in Primo Water’s Annual Report on Form 10-K for the year ended December 30, 2023 and subsequent Quarterly Reports on Form 10-Q which are available under the Company’s profiles on EDGAR at www.sec.gov and on SEDAR+ at www.sedarplus.ca.

Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that could cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the anticipated results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on the business, financial condition or results of operation of the Company

or NewCo. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein is provided as of the date hereof, and the Company and BlueTriton do not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable Securities Laws.

Primo Water owns or has rights to trademarks, service marks, or trade names that it uses in connection with the operation of its business. In addition, Primo Water has trademark and service mark rights to its names, logos, and website names and addresses. The trademarks and service marks that Primo Water owns or has the right to use include, among others, Primo Water™, Primo®, Alhambra®, Crystal Rock®, Mountain Valley®, Deep Rock®, Hinckley Springs®, Crystal Springs®, Kentwood Springs®, Mount Olympus®, Pureflo®, Sierra Springs®, Sparkletts®, and Renü® in the United States and Canadian Springs® and Labrador Source® in Canada. Solely for convenience, in some cases, the trademarks, service marks, and trade names referred to in this Circular are listed without the applicable ® and ™ symbols, but Primo Water will assert, to the fullest extent under applicable law, its rights to these trademarks, service marks, and trade names. Other trademarks and service marks referenced in this Circular are, to the Company’s knowledge, the property of their respective owners.

BlueTriton owns or has rights to trademarks, service marks, or trade names that it uses in connection with the operation of its business. In addition, BlueTriton has trademark and service mark rights to its names, logos, and website names and addresses. The trademarks and service marks that BlueTriton owns or has the right to use include, among others, Arrowhead^®, Deer Park^®, Ice Mountain^®, Origin™, Ozarka^®, Poland Spring^®, Saratoga^®, Zephyrhills^®, Pure Life^®, Ac+ion^®, Frutitas™ and Splash Refresher™. Solely for convenience, in some cases, the trademarks, service marks, and trade names referred to in this Circular are listed without the applicable ^® and ™ symbols, but BlueTriton will assert, to the fullest extent under applicable law, its rights to these trademarks, service marks, and trade names. Other trademarks and service marks referenced in this Circular are, to BlueTriton’s knowledge, the property of their respective owners.

NewCo and the accompanying notes appearing in “Schedule K — Unaudited Pro Forma Condensed Combined Financial Statements” to this Circular. The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of what NewCo’s financial position or results of operations actually would have been had the Transaction been completed as of the dates indicated. In addition, the selected unaudited pro forma condensed combined financial data does not purport to project the future financial position or operating results of NewCo. The actual adjustments to the consolidated financial statements of NewCo upon the completion of the Transaction will depend on a number of factors, including, among others, the actual expenses of the Transaction and other additional information that becomes available after the date of this Circular. As a result, it is expected that actual adjustments will differ from the pro forma adjustments, and the differences may be material.

This Circular contains certain financial measures and ratios, including EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt/Adjusted EBITDA and financial information presented on a last 12 months basis, which are not recognized by GAAP and do not have a standardized meaning under GAAP. Management of Primo Water and BlueTriton use Adjusted EBITDA and Net Debt/Adjusted EBITDA to separate the impact of certain items from the underlying business. Because each of Primo Water and BlueTriton uses these adjusted financial results in the management of its business, each management believes this supplemental information is useful to investors for their independent evaluation and understanding of such company’s underlying business performance, ability to meet future financial obligations and the performance of its management.

Additionally, the reporting of net cash provided by (used in) operating activities from continuing operations determined in accordance with GAAP is supplemented by excluding certain items to present Free Cash Flow, which Primo Water and BlueTriton management believe provides useful information to investors in assessing each company’s performance, comparing its performance to the performance of its peers and assessing each company’s ability to service debt and finance strategic opportunities, which include investing in the company’s business, making strategic acquisitions, paying dividends and strengthening the balance sheet.

With respect to expectations of future performance, reconciliations of target net leverage ratios and normalized capital expenditure rates are not available, as the Company is unable to quantify certain amounts to the degree of precision that would be required in the relevant GAAP measures without unreasonable effort. These items include restructuring costs and debt extinguishment costs and other items and the income tax effects of these items and/or other income tax-related events.

The non-GAAP financial measures described above are in addition to, and not meant to be considered superior to, or a substitute for, Primo Water or BlueTriton’s financial statements prepared in accordance with GAAP. In addition, the non-GAAP financial measures and ratios included in this Circular reflect management’s judgment of particular items, and may be different from, and therefore may not be comparable to, similarly titled measures reported by other companies. These measures should be read together with the Company’s published financial statements, the most recent of which are the unaudited consolidated financial statements of the Company for the six months ended June 29, 2024 and management’s discussion and analysis of financial condition and results of operations for the six months ended June 29, 2024, each of which has been filed under the Company’s profiles on EDGAR at www.sec.gov and on SEDAR+ at www.sedarplus.ca, as well as the financial statements and related management’s discussion and analysis of financial condition and results of operations of BlueTriton attached to this Circular as “Schedule M — BlueTriton Financial Statements” and “Schedule N — Management’s Discussion and Analysis of Financial Condition and Results of Operations of BlueTriton”, respectively.

Because non-GAAP financial measures do not have standardized meanings prescribed under GAAP, applicable Securities Laws require that such measures be clearly defined, identified and reconciled to their nearest GAAP measure. The definition, calculation and reconciliation of the non-GAAP financial measures and the requisite disclosure for non-GAAP measures used in this Circular are provided in the section titled “Non-GAAP Measures” in the Company’s quarterly report for the six months ended June 29, 2024 under management’s discussion and analysis of financial condition and results of operations, which has been filed under the Company’s profiles on EDGAR at www.sec.gov and on SEDAR+ at www.sedarplus.ca, and is hereby incorporated by reference in this Circular, as well as in “Schedule N — Management’s Discussion and Analysis of Financial Condition and Results of Operations of BlueTriton”.

Any pro forma condensed combined financial information included in this Circular has been presented in accordance with Article 11 of Regulation S-X, is for illustrative purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Transaction been consummated as of the dates indicated. In addition, such information does not purport to project NewCo’s financial results or results of operations for any future period.

Market and industry data presented throughout this Circular was obtained from third-party sources and industry reports and publications, websites and other publicly available information, as well as industry and other data prepared by Primo Water and BlueTriton or on their behalf on the basis of their respective knowledge of the markets in which they operate, including information provided by suppliers, partners, clients and other industry participants. Certain statistics regarding consumer volume consumption, ranking, and industry information included in this Circular are based on estimates of management of Primo Water and BlueTriton. These estimates have been derived from the knowledge and experience of Primo Water and BlueTriton in the industry in which they operate and consumers to which they sell their products, as well as information obtained from surveys, reports by research firms, their customers, distributors, suppliers, trade and business organizations, and other contacts in the industries into which they sell their products.

Primo Water and BlueTriton believe that the market and economic data presented throughout this Circular is accurate as of the date of this Circular and, with respect to data prepared by Primo Water and BlueTriton or on their behalf, that the estimates and assumptions used by Primo Water and BlueTriton are currently appropriate and reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market and economic data presented throughout this Circular are not guaranteed and none of Primo Water, BlueTriton, nor any of the persons and companies listed in “Interests of Experts, Certain Persons and Companies” makes any representation as to the accuracy of such data. Actual outcomes may vary materially from those forecast in such reports or publications, and the prospect for material variation can be expected to increase as the length of the forecast period increases. Although Primo Water and BlueTriton believe it to be reliable, none of Primo Water, BlueTriton, nor any of the persons and companies listed in “Interests of Experts, Certain Persons and Companies” has independently verified any of the data from third-party sources referred to in this Circular, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying market, economic and other assumptions relied upon by such sources. Market and economic data is subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey.

On August 7, 2024, the Business Day immediately prior to the date of this Circular, the average daily exchange rate as reported by the Bank of Canada was $1.00 = C$1.37 or C$1.00 = $0.73.

The following are some of the questions that you, as a Primo Shareowner, may have in relation to the Transaction and the Meeting and answers to those questions. You are urged to read the remainder of the Circular, the form of proxy, the Letter of Transmittal and the attached schedules carefully, because the information contained below is of a summary nature only and therefore is not complete, and is qualified in its entirety by the more detailed information contained elsewhere in or incorporated by reference into this Circular, the form of proxy, the Letter of Transmittal and the attached schedules, all of which are important and should be reviewed carefully.

On June 16, 2024, the Company entered into the Arrangement Agreement with the BlueTriton Parties pursuant to which the Parties agreed to undertake the Arrangement and the Mergers, together referred to as the Transaction.

If the Arrangement Resolution is passed and all other conditions to closing of the Transaction are satisfied, then pursuant to the Arrangement, Amalgamation Sub will, by way of a court-approved statutory plan of arrangement pursuant to the provisions of the OBCA, acquire all of the issued and outstanding Primo Shares in exchange for shares of NewCo, followed immediately by an amalgamation of Primo Water and Amalgamation Sub, with Primo Water surviving as a wholly-owned subsidiary of NewCo. Immediately following the Arrangement, pursuant to the Mergers, (i) Merger Sub will be merged with and into BlueTriton, with BlueTriton surviving the Merger as a wholly-owned subsidiary of NewCo, and (ii) BlueTriton, as the surviving company in the Merger, will be merged with and into NewCo. Accordingly, NewCo will be the ultimate surviving corporation pursuant to the Transaction, and as a result of the Transaction, Primo Water and Triton Water Intermediate, Inc., a wholly-owned subsidiary of BlueTriton, will be wholly-owned subsidiaries of NewCo.

Pursuant to the Arrangement, each Primo Share issued and outstanding immediately prior to the Arrangement Effective Time (other than any Primo Shares held by Dissenting Shareowners or by Amalgamation Sub or any of its Affiliates) shall ultimately be exchanged for NewCo Class A Shares based on the Exchange Ratio, resulting in former Primo Shareowners and former holders of Primo Equity Awards holding NewCo Class A Shares representing approximately 43% of the Fully Diluted NewCo Shares. Pursuant to the Transaction, (i) each BlueTriton Share issued and outstanding immediately prior to the Merger (other than shares to be cancelled in accordance with the Arrangement Agreement) shall be converted into a number of NewCo Shares, such that shareholders of BlueTriton will hold NewCo Class A Shares and NewCo Class B Shares representing approximately 57% of the Fully Diluted NewCo Shares, and (ii) in the Subsequent Merger, each BlueTriton Share issued and outstanding shall be cancelled and each issued and outstanding NewCo Class A Share and NewCo Class B Share shall be unaffected by the Subsequent Merger.

NewCo intends to list its shares on the NYSE under the trading symbol “[•]”, subject to the approval of the NYSE. It is anticipated that the Primo Shares will be delisted from the TSX and that the Company will apply to cease to be a reporting issuer under applicable Canadian Securities Laws. Provided that the relevant conditions are met, it is anticipated that NewCo will also apply to cease to be a reporting issuer under applicable Canadian Securities Laws.

Yes. This Circular includes a summary of the terms and conditions of the Transaction. For more information, see “The Arrangement Agreement”.

You are being asked to consider and vote on the Transaction Resolutions, comprised of the Arrangement Resolution, the full text of which is set forth in “Schedule C — Arrangement Resolution” to this Circular, and the Executive Compensation Resolution, the full text of which is set forth in “Schedule D — Executive Compensation Resolution” to this Circular. If the Arrangement Resolution is not approved by Primo Shareowners at the Meeting by the requisite approval, the Arrangement and the Transaction cannot be completed.

Yes. On February 20, 2024, the Board resolved to form a special committee consisting entirely of independent directors for the purpose of evaluating the possible strategic alternatives that may be available to the Company, including the proposed Transaction with BlueTriton. For more information, see “Description of the Transaction — Background to the Transaction”.

The Special Committee evaluated the Transaction in consultation with the Company’s senior management and legal and financial advisors and, after careful consideration of the various factors described under the heading “Description of the Transaction — Background to the Transaction” and “Description of the Transaction — Primo Water’s Reasons for the Transaction” unanimously determined that the Transaction is fair, from a financial point of view, to the Primo Shareowners and that the Transaction is in the best interests of Primo Water, and unanimously recommended to the Board that the Board determine that the Transaction is in the best interests of Primo Water, approve the Transaction and recommend that the Primo Shareowners vote “FOR” the Arrangement Resolution and the proposals set forth in this Circular. For more information, see “Description of the Transaction — Recommendation of the Special Committee”.

The Board evaluated the Transaction in consultation with the Company’s senior management and legal and financial advisors and, after careful consideration of the various factors described under the heading “Description of the Transaction — Background to the Transaction” and “Description of the Transaction — Primo Water’s Reasons for the Transaction”, and taking into account, among other things, the recommendation of the Special Committee, unanimously determined that the Transaction is fair, from a financial point of view, to the Primo Shareowners, determined that the Transaction is in the best interests of Primo Water, approved the execution, delivery and, subject to the Primo Shareowner Approval and other terms and conditions set forth therein, performance of the Arrangement Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Arrangement Resolution and the proposals set forth in this Circular. For more information, see “Description of the Transaction — Recommendation of the Board”.

In reaching its decision to approve the Transaction, the Board, and the Special Committee in recommending the Board approve the Transaction, considered a variety of factors, including its knowledge of BlueTriton’s business and its operations, financial condition, results of operations and prospects, as well as the risks in achieving those prospects, including uncertainties associated with achieving financial forecasts. In making its determination, the Board considered a number of factors, including, but not limited to, the following:

The Board also considered a number of uncertainties and risks in its deliberations concerning the Transaction, including the following:

For more information see “Description of the Transaction — Primo Water’s Reasons for the Transaction”.

Yes. BMO Capital Markets was engaged by the Board as a financial advisor in connection with the Arrangement, in exchange for a fee which was not contingent upon consummation of the Arrangement or related transactions. In connection with this engagement, the Board requested that BMO Capital Markets evaluate the fairness, from a financial point of view, of the Arrangement Consideration to be received in the Arrangement by holders of Primo Shares (other than, as applicable, BlueTriton, NewCo, Merger Sub, Amalgamation Sub and their respective affiliates) pursuant to the Arrangement Agreement. On June 16, 2024, at a meeting of the Board held to evaluate the Arrangement, BMO Capital Markets rendered an oral opinion, confirmed by delivery of a written opinion dated June 16, 2024, to the Board to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by BMO Capital Markets, the Arrangement Consideration to be received in the Arrangement by the holders of Primo Shares (other than, as applicable, BlueTriton, NewCo, Merger Sub, Amalgamation Sub and their respective affiliates) pursuant to the Arrangement was fair, from a financial point of view, to such holders. For more information, see “Description of the Transaction — Opinion of BMO Capital Markets Corp.”

Yes. Each of the Company’s directors and executive officers, who hold in the aggregate approximately 2.1% of the outstanding Primo Shares as of the date of this Circular, executed a Voting Agreement with BlueTriton. The Voting Agreements were executed by such directors and executive officers solely in their capacity as direct or indirect holders of Primo Shares and do not apply in any manner to them in their capacity as director, officer, or employee of the Company. For more information, see “The Arrangement Agreement — The Voting Agreements.”

It is expected that upon completion of the Transaction, the former Primo Shareowners and former holders of Primo Equity Awards will hold approximately 43% of the aggregate Fully Diluted NewCo Shares and the former BlueTriton Shareholders will hold approximately 57% of the aggregate Fully Diluted NewCo Shares.

Pursuant to the Arrangement, each Primo Share issued and outstanding immediately prior to the Arrangement Effective Time (other than any Primo Shares held by Dissenting Shareowners or by Amalgamation Sub or any of its Affiliates) shall ultimately be exchanged for a number of NewCo Class A Shares on a 1:1 basis, subject to certain adjustments.

In accordance with the Arrangement Agreement, at the Arrangement Effective Time, the Primo Equity Awards outstanding immediately prior to the Arrangement Effective Time generally shall automatically convert into stock options and equity awards with respect to the same number of NewCo Class A Shares (subject to adjustments to the Exchange Ratio), on the same terms and conditions as in place immediately prior to the Arrangement Effective Time; provided, that Primo Water restricted stock units with performance-based vesting shall be converted into an award for a number of NewCo Class A Shares equal to the same number of Primo Shares, with equitable adjustments to the performance metrics to reflect the combined business, to be agreed by Primo Water and BlueTriton prior to Closing. For more information, see “Description of the Transaction — Primo Stock Plans”.

The final offering period under the ESPP concluded on June 28, 2024 and the ESPP terminated on July 1, 2024.

Prior to the Closing, Primo Water may continue paying, declaring or setting aside its regular quarterly dividend to Primo Shareowners in an amount not to exceed $0.09 per share per quarter. In addition, Primo Water is permitted to, and intends to, declare and pay prior to Closing a special cash dividend of up to $133 million (equal to $0.82 per Primo Share based on the fully diluted Primo Shares outstanding as of June 14, 2024) to Primo Shareowners as of a record date to be determined, subject to any withholding of taxes required by Law.

The completion of the Transaction depends upon the satisfaction of the following conditions, all of which may be waived by BlueTriton and/or Primo Water, as applicable: (i) the Primo Shareowner Approval must be obtained in accordance with the Interim Order and applicable Laws; (ii) each of the Interim Order and Final Order must be obtained on terms consistent with the Arrangement Agreement and the Final Order must not have been set aside or modified in a manner unacceptable to either Primo Water or BlueTriton, each acting reasonably, on appeal or otherwise; (iii) the issuance of the NewCo Class A Shares in the Arrangement must be exempt from registration under the 1933 Securities Act; (iv) the NewCo Class A Shares must have been approved for listing on the NYSE, subject only to official notice of issuance; (v) the Required Regulatory Approvals must have been obtained and in full force and effect and any waiting or suspensory periods related to such approvals having expired or been terminated; and (vi) no Governmental Authority of competent jurisdiction shall have enacted any Law or Order which is in effect and prevents the consummation of the transactions contemplated by the Arrangement Agreement.

For more information, see “The Arrangement Agreement — Conditions to the Completion of the Transaction”.

The Transaction will be completed after the receipt of all Required Regulatory Approvals and the satisfaction or waiver of all other conditions to closing set forth in the Arrangement Agreement.

Following the Closing, Primo Water and Triton Water Intermediate, Inc., a wholly-owned subsidiary of BlueTriton, will each be a wholly-owned subsidiary of NewCo, which will be the only entity with publicly traded shares.

Following the Closing, NewCo is expected to be dual headquartered at 1150 Assembly Drive, Suite 800, Tampa, Florida 33607, United States, which is currently Primo Water’s headquarters, and at 900 Long Ridge Road, Building 2, Stamford, Connecticut 06902, United States, which is currently BlueTriton’s headquarters. NewCo’s registered office will be located at 1209 Orange Street, Wilmington, Delaware 19801, United States.

If the Arrangement Resolution is not approved or the Transaction is not completed for any reason, the Arrangement Agreement may be terminated and Primo Water will continue to operate independently. In certain circumstances, Primo Water will be required to pay to BlueTriton the Termination Fee in connection with such termination. If the Arrangement is not completed or its completion is materially delayed and/or the Arrangement Agreement is terminated, for any reason, the market price of Primo Shares may be materially adversely affected and the Company’s business, financial condition or results of operations could also be subject to various material adverse consequences, including that Primo Water would remain liable for costs relating to the Arrangement. See “The Arrangement Agreement — Termination Fees” and “Risk Factors”.

If the Transaction is completed, the Company and Triton Water Intermediate, Inc., a wholly-owned subsidiary of BlueTriton, will be wholly-owned subsidiaries of NewCo.

The Primo Shares are currently listed and posted for trading on the TSX and the NYSE under the symbol “PRMW”. Following Closing, Primo Water will apply to delist the Primo Shares from the TSX and the NYSE, and, after the Arrangement Effective Time, NewCo intends to list its shares on the NYSE under the trading symbol “[•]”, subject to the approval of the NYSE. As a result, NewCo will not be subject to the rules and regulations of the TSX. Certain protections typically afforded to shareowners of TSX-listed issuers such as Primo Water will not be available to NewCo shareowners, and there may be less or different publicly available information about NewCo than would be available if it were listed on the TSX. For more information, see “Risk Factors – Risk Factors Related to NewCo”. Further, it is anticipated that the Company will apply to cease to be a reporting issuer under applicable Canadian Securities Laws. Provided that the relevant conditions are met, it is anticipated that NewCo will also apply to cease to be a reporting issuer under applicable Canadian Securities Laws.

Following the completion of the Transaction, former Primo Shareowners will be stockholders of NewCo, a corporation incorporated under the laws of the State of Delaware, and accordingly, will be subject to certain U.S. operational considerations, tax matters and Delaware legal rights. The rights of NewCo Shareowners will be governed by Delaware law and differ from the rights associated with the Primo Shares under the OBCA. For more information, see “Schedule P — Comparison of Rights of Primo Shareowners and NewCo Shareowners”.

As NewCo is incorporated outside of Canada, enforcement of rights against NewCo in Canada may not be possible. Following Closing, it is anticipated that NewCo will apply to cease to be a reporting issuer under applicable Canadian Securities Laws (provided that the relevant conditions are met). Until then, NewCo expects to be an SEC foreign issuer under Canadian Securities Laws and therefore exempt from certain requirements of Canadian Securities Laws applicable to other reporting issuers. For more information, see “Risk Factors — Risk Factors Related to NewCo”.

From a tax perspective, a Resident Canadian Holder who exchanges Primo Shares for NewCo Shares under the Arrangement will be considered to have disposed of such Primo Shares for proceeds of disposition equal to the aggregate fair market value, at the effective time of the exchange, of the NewCo Shares received by Resident Canadian Holders in exchange for such Primo Shares. As a result, Resident Canadian Holders will generally realize a capital gain (or a capital loss) to the extent that such proceeds of disposition exceed (or are less than) the aggregate of the Resident Canadian Holder’s adjusted cost base of the Primo Shares immediately before the time of the exchange and any reasonable costs of disposition. Primo Shareowners should carefully read the information in the section entitled “Certain Canadian Federal Income Tax Considerations”, which qualifies the information set out above, and should consult their own tax advisors. For a description of the tax treatment of capital gains and capital losses, see “Taxation of Capital Gains and Capital Losses”.

The initial NewCo Board is expected to include seven directors designated by the ORCP Stockholders, seven directors designated by Primo Water (one of whom shall be NewCo’s Chief Executive Officer) and one Mutually Agreed Director. However, if the Sponsor Stockholders collectively beneficially own 53% or more of the NewCo Class A Shares at Closing, a director designated by the Initial BlueTriton Shareholder will take the place of the Mutually Agreed Director.

The expected post-Transaction executive officers and non-executive officer directors of NewCo that have been designated as of the date of this Circular are Robbert Rietbroek (Chief Executive Officer), David Hass (Chief Financial Officer), Robert Austin (Chief Operating Officer) and C. Dean Metropoulos (Non-Executive Chairman).

For more information, see “The Arrangement Agreement — Stockholders Agreement — NewCo Board of Directors” and “Schedule I — Information Relating to NewCo — Structure of the NewCo Board” in this Circular.

Pursuant to the Interim Order, the Arrangement Resolution must be approved by the affirmative vote of at least 66²∕3% of the votes cast by the Primo Shareowners present in-person or represented by proxy at the Meeting. If the Arrangement Resolution approval is not obtained, the Arrangement will not be completed.

Pursuant to Section 14A of the 1934 Exchange Act and applicable SEC rules issued thereunder, Primo Water is seeking a non-binding advisory vote from the Primo Shareowners to approve, on an advisory basis, the payment of

certain compensation to Primo Water’s Named Executive Officers that will or may become payable by Primo Water to the Named Executive Officers in connection with the consummation of the Arrangement, as disclosed in “Description of the Transaction — Interests of the Company’s Directors and Management in the Transaction”. Primo Shareowners should note that this proposal is not a condition to the Closing of the Arrangement, and as an advisory vote, the result will not be binding on Primo Water, the Board or Primo Water’s Named Executive Officers.

The Arrangement Resolution must be approved by the affirmative vote of not less than 66²∕3% of the votes cast by Primo Shareowners present in-person or represented by proxy and entitled to vote at the virtual Meeting.

Due to the non-binding advisory nature of the Executive Compensation Resolution, there is no minimum vote requirement. However, the Executive Compensation Resolution will be considered to have passed with the affirmative vote of the holders of at least a simple majority of the Primo Shares present in-person or represented by proxy and entitled to vote at the virtual Meeting.

You are entitled to vote if you were a holder of Primo Shares as of the close of business (Eastern time) on [•], 2024, the Record Date. Each Primo Share entitles its holder to one vote with respect to the matters to be voted on at the Meeting.

If you have appointed a proxy, you have conferred authority on the Persons appointed with respect to any amendments or variations to the matters identified in the Notice of Meeting or other matters that may properly come before the Meeting, or any adjournment or postponement thereof. See “Information Concerning the Meeting — Voting of Proxies and Exercise of Discretion”.

You will not be entitled to vote Primo Shares acquired after the Record Date of [•], 2024 on the Transaction Resolutions. Only persons owning Primo Shares as of the Record Date are entitled to vote their Primo Shares on the Transaction Resolutions.

The Meeting will be held at [•] (Eastern time) on [•], 2024 virtually via a live audio webcast at www.virtualshareholdermeeting.com/PRMW2024SM. As the Company aims to maximize Primo Shareowner participation, the Meeting will be in a virtual-only format. All Primo Shareowners, regardless of geographic location, will have an equal opportunity to listen to the Meeting live, ask questions and vote in real time. The online Meeting will ensure that Primo Shareowners who attend the Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. See “Information Concerning the Meeting — Date, Time and Place of the Meeting”.

The steps you need to follow to attend, participate in or vote at the virtual Meeting will depend on whether you are (i) Registered Shareowner or (ii) a Beneficial Shareowner. Registered Shareowners, duly appointed proxyholders and Beneficial Shareowners who have logged in to the Meeting using the 16-digit control number located on their form of proxy or voting instruction form will be entitled to vote in real time and ask questions at the Meeting. Guests, including Beneficial Shareowners who do not have their 16-digit control number, can listen to the Meeting, but will not be able to vote or ask questions.

If you are a Beneficial Shareowner and wish to vote at the virtual Meeting but did not receive a 16-digit control number on the voting instruction form sent to you by your intermediary, you must (i) appoint yourself as proxyholder by inserting your own name in the space provided for appointing a proxyholder on the voting instruction form and

follow all of the applicable instructions, including the deadline, provided by your intermediary; and (ii) register with Broadridge. See “Information Concerning the Meeting — Appointment and Revocation of Proxies” for additional information on how Beneficial Shareowners can appoint themselves as proxyholder.

To attend and participate in the Meeting:

For more information, see “Information Concerning the Meeting — Participation and Voting at the Meeting.”

You are a Registered Shareowner if your Primo Shares are registered in your name with Primo Water’s transfer agent, Computershare.

You are a Beneficial Shareowner if your Primo Shares are registered in the name of a securities depositary or of another intermediary such as a securities broker or financial institution. Most of the Company’s shareowners are Beneficial Shareowners.

If you are a Registered Shareowner, you will receive a form of proxy from Broadridge with this Circular. Voting by proxy is the easiest way to vote. Voting by proxy means that you are giving the person or people named on your form of proxy the authority to vote your Primo Shares for you at the Meeting or any adjournment or postponement.

If you are a Registered Shareowner, you may vote online at the virtual Meeting at www.virtualshareholdermeeting.com/PRMW2024SM. If you are not able to attend, you may vote by submitting your proxy by mail, by telephone or by internet. Alternatively, you may give another person authority to represent you and vote your Primo Shares online at the virtual Meeting.

A proxy will only be valid if it is duly completed, signed, dated and received at the office of Broadridge, 51 Mercedes Way, Edgewood, New York 11717, by [•] (Eastern time) on [•], 2024 or, if the Meeting is adjourned or postponed, 48 hours prior to any adjourned or postponed Meeting.

Even if you currently plan to participate in-person at the Meeting, you should consider voting your Primo Shares by proxy in advance so that your vote will be counted if you later decide not to attend the Meeting or in the event that you are unable to access the Meeting for any reason. If you access and vote on any matter at the Meeting, you will automatically revoke any previously submitted proxy.

For more information, see “Information Concerning the Meeting — Voting by Registered Shareowners.”

If your Primo Shares are registered in the name of an intermediary, you are a Beneficial Shareowner. Your intermediary is entitled to vote the Primo Shares held by it and beneficially owned by you as of the close of business on the Record Date. However, it must first seek your instructions as to how to vote your Primo Shares or otherwise make arrangements so that you may vote your Primo Shares directly. An intermediary is not entitled to vote the Primo Shares held by it without written instructions from the Beneficial Shareowner.

Intermediaries are required to forward the Meeting materials to Beneficial Shareowners unless a Beneficial Shareowner has waived the right to receive them. Generally, a Beneficial Shareowner who has not waived the right to receive Meeting materials will receive either a voting instruction form or, less frequently, a form of proxy.

Beneficial Shareowners should follow the procedures set out in “Information Concerning the Meeting — Voting by Beneficial Shareowners”, in addition, if applicable, to the procedures for appointing a third party as one’s proxy described in “Information Concerning the Meeting — Appointment and Revocation of Proxies”, depending on the type of form they receive. In either case, the purpose of this procedure is to permit Beneficial Shareowners to direct the voting of the Primo Shares they beneficially own. Beneficial Shareowners should carefully follow the instructions of their intermediaries, including those regarding when and where the form of proxy or the voting instruction form is to be delivered, in order to ensure that their Primo Shares are voted at the Meeting.

Primo Water management is soliciting your proxy. The Company has retained MacKenzie Partners as its proxy solicitation agent for assistance in connection with the solicitation of proxies for the Meeting, and will pay MacKenzie Partners an estimated fee of $20,000 for such services in addition to certain out-of-pocket expenses. Management requests that you sign and return the proxy form or voting instruction form so that your votes are exercised at the Meeting. The solicitation of proxies will be conducted primarily by mail but may also be made by telephone, facsimile transmission or other electronic means of communication or in-person by the directors, officers and employees of Primo Water. The Company will bear the cost of such solicitation and will reimburse intermediaries for their reasonable charges and expenses incurred in forwarding proxy materials to Beneficial Shareowners. The BlueTriton Parties and their Affiliates may also participate in the solicitation of proxies.

Yes. Primo Shareowners who wish to appoint a person other than the management nominees identified in the form of proxy or voting instruction form, including Beneficial Shareowners who wish to appoint themselves as proxyholder, must carefully follow the instructions in this Circular and on their form of proxy or voting instruction form. Detailed instructions for appointing proxyholders can be found in the section of the Circular entitled “Information Concerning the Meeting — Appointment and Revocation of Proxies”.

To provide the appointed proxyholder access to the virtual Meeting, a Primo Shareowner must create a unique eight-character “Appointee Identification Number” and specify the “Appointee Name” in the spaces provided in the form of proxy or online at www.proxyvote.com. The Primo Shareowner must then provide the proxyholder with the unique eight-character Appointee Identification Number along with the specified Appointee Name to allow the proxyholder access to the virtual Meeting. If an eight-character Appointee Identification Number is not created by the Primo Shareowner, the appointed proxyholder will not be able to access the virtual Meeting. If you appoint and register a non-management proxyholder, please ensure that they attend the Meeting for your vote to count.

Yes. To revoke a proxy, a Registered Shareowner may: (i) deliver a written notice of revocation to the offices of Broadridge, 51 Mercedes Way, Edgewood, New York 11717, at any time up to and including the Proxy Submission Deadline; (ii) vote again on the internet or by phone at any time up to and including the Proxy Submission Deadline; or (iii) complete a form of proxy that is dated later than the form of proxy being changed, and mailing it or faxing it as instructed on the form of proxy so that it is received before the Proxy Submission Deadline. If you attend the Meeting, you will not be revoking any previously submitted proxies. However, if you vote on a ballot at the Meeting you will be revoking any and all previously submitted proxies. If you DO NOT wish to revoke your previously submitted proxies, do not vote again at the Meeting. In addition, the proxy may be revoked by any other method permitted by Law.

Only Registered Shareowners have the right to directly revoke a proxy. Beneficial Shareowners that wish to change their vote must arrange for their respective intermediaries to revoke the proxy on their behalf in accordance with any requirements of the intermediaries. If you are a Beneficial Shareowner and have provided voting instructions to your intermediary and change your mind about your vote, please contact your intermediary.

For further information, see “Information Concerning the Meeting — Appointment and Revocation of Proxies”.

Yes. Once you have carefully read and considered the information in this Circular, to ensure your vote is counted, you need to complete and submit the enclosed form of proxy or, if applicable, provide your intermediary with voting instructions. You are encouraged to vote well in advance of the Proxy Submission Deadline of [•] (Eastern time) on

[•], 2024 or, if the Meeting is adjourned or postponed, 48 hours prior to any adjourned or postponed Meeting. Late proxies may be accepted or rejected by the Chair at his discretion and the Chair is under no obligation to accept or reject any particular late proxy. The Proxy Submission Deadline may be waived or extended by the Chair at his discretion without notice.

Yes. It is recommended that Primo Shareowners complete, sign and return the Letter of Transmittal with accompanying certificate(s) and/or DRS Advice(s) representing their Primo Shares, if any, to the Depositary as soon as possible. Registered Shareowners that hold their Primo Shares in book-entry or other uncertificated form may deliver their Primo Shares to the Depositary by noting their respective holder account number(s) in the Letter of Transmittal, in accordance with the instructions in the Letter of Transmittal.

All Letters of Transmittal will be automatically revoked if the Depositary is notified in writing by the Company and BlueTriton that the Arrangement Agreement has been terminated. If a Letter of Transmittal is automatically revoked, the certificate(s) and/or DRS Advice(s) representing the Primo Shares, if any, received with the Letter of Transmittal will be promptly returned to the Registered Shareowner submitting the same to the address specified in the Letter of Transmittal.

The Primo Shareowners who are residents of Canada for purposes of the Tax Act will generally dispose of their Primo Shares on a taxable basis under the Arrangement. The Primo Shareowners who are not residents of Canada for purposes of the Tax Act and whose Primo Shares are not “taxable Canadian property” for purposes of the Tax Act will generally not be subject to tax under the Tax Act on the exchange of their Primo Shares for NewCo Shares under the Arrangement.

Primo Shareowners should carefully read the information in the section entitled “Certain Canadian Federal Income Tax Considerations” to this Circular, which qualifies the information set out above, and should consult their own tax advisors.

It is intended that (i) the Arrangement qualify for the Arrangement Intended Tax Treatment; and (ii) the Arrangement and the Mergers, taken together in the Transaction, qualify for the Transaction Intended Tax Treatment.

If the Arrangement qualifies for the Arrangement Intended Tax Treatment, or the Arrangement and the Mergers, taken together in the Transaction, qualify for the Transaction Intended Tax Treatment, U.S. Holders of Primo Shares are not expected to recognize any gain or loss for U.S. federal income tax purposes upon the exchange of their Primo Shares pursuant to the Arrangement, except to the extent of any cash a U.S. Holder may receive in lieu of a fractional NewCo Class A Share. If, however, notwithstanding the parties’ expectation, the Arrangement does not qualify for the Arrangement Intended Tax Treatment, and the Arrangement and the Mergers, taken together in the Transaction, do not qualify for the Transaction Intended Tax Treatment, then the exchange of Primo Shares for NewCo Class A Shares in the Arrangement would be a taxable exchange for U.S. federal income tax purposes.

For a more complete description of the material U.S. federal income tax considerations of the Arrangement to U.S. Holders, please see the section entitled “Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Transaction”.

Yes. There are a number of risk factors relating to the Company’s and BlueTriton’s business and operations, the Transaction and NewCo’s business and operations following completion of the Transaction, all of which should be carefully considered by the Primo Shareowners in evaluating whether to approve the Transaction Resolutions. For more information, see “Risk Factors”, “Schedule G — Information Relating to the Company — Risk Factors” and “Schedule H — Information Relating to BlueTriton — Risk Factors”.

Yes. Registered Shareowners may exercise Dissent Rights with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid by Amalgamation Sub the fair value of the Primo Shares held by such Dissenting Shareowner (less any applicable withholdings) in accordance with the provisions of Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement, provided that the written objection to the Arrangement Resolution is received by the Company no later than 5:00 p.m. (Eastern time) on the second Business Days immediately prior to the date of the Meeting. See “Dissenting Shareowner Rights”.

No. Persons who are Beneficial Shareowners who wish to dissent should be aware that only Registered Shareowners are entitled to dissent. Accordingly, a Beneficial Shareowner desiring to exercise this right must make arrangements for the registered holder of such Primo Shares to exercise Dissent Rights on the Beneficial Shareowner’s behalf. See “Dissenting Shareowner Rights”.

If you have any questions or require more information with regard to the procedures for voting or have questions regarding the information contained in this Circular, please contact our proxy solicitation agent, MacKenzie Partners, Inc. at 1-800-322-2885 toll free in North America or by email at proxy@mackenziepartners.com.

The purpose of the Meeting is for Primo Shareowners to consider and, if deemed advisable, approve the Transaction Resolutions, comprised of the Arrangement Resolution, the full text of which is set forth in “Schedule C — Arrangement Resolution” to this Circular, and the Executive Compensation Resolution, the full text of which is set forth in “Schedule D — Executive Compensation Resolution” to this Circular. In order for the Transaction to be completed, Primo Shareowners must approve the Arrangement Resolution by the requisite approval.

As set out in the Notice of Meeting, at the Meeting, Primo Shareowners will be asked to consider and, if deemed advisable, to pass, with or without variation, the Arrangement Resolution. The Arrangement, the Plan of Arrangement and the terms of the Arrangement Agreement are summarized in this Circular in “Description of the Transaction” and “The Arrangement Agreement”. The summary of the Arrangement Agreement does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement and the Plan of Arrangement, copies of which are attached to this Circular as “Schedule A — Arrangement Agreement” and “Schedule B — Plan of Arrangement”, respectively.

In order for the Arrangement to be effective, the Arrangement Resolution must be approved by the affirmative vote of not less than 66²∕3% of the votes cast by Primo Shareowners present in-person or represented by proxy and entitled to vote at the virtual Meeting. The full text of the Arrangement Resolution is set forth in “Schedule C — Arrangement Resolution” to this Circular.

If the Arrangement Resolution is not approved by Primo Shareowners at the Meeting by the affirmative vote of at least 66²∕3% of the votes cast by Primo Shareowners present in-person or represented by proxy and entitled to vote at the virtual Meeting, the Arrangement and the Transaction cannot be completed.

Unless otherwise directed, it is management’s intention to vote for the Arrangement Resolution. If you do not specify how you want your Primo Shares voted, the persons named as proxyholders in the accompanying form of proxy will cast the votes represented by your proxy at the Meeting “FOR” the Arrangement Resolution.

See “Dissenting Shareowner Rights” for information concerning the rights of Registered Shareowners to dissent in respect of the Arrangement Resolution.

Due to the non-binding advisory nature of the Executive Compensation Resolution, there is no minimum vote requirement. However, the Executive Compensation Resolution will be considered to have passed with the affirmative vote of the holders of at least a simple majority of the Primo Shares present in-person or represented by proxy and entitled to vote at the virtual Meeting. See “Quorum; Broker Non-Votes and Abstentions” below for information regarding the treatment of broker non-votes and abstentions.

The Meeting will be held on [•], 2024 at [•] (Eastern time) virtually via live audio webcast at www.virtualshareholdermeeting.com/PRMW2024SM. Pursuant to the Arrangement Agreement, the Company may move the Meeting date without BlueTriton’s prior written consent (i) if the failure to move the Meeting would not, based upon the advice of outside legal counsel, allow sufficient time under applicable Law for the distribution of any required supplement or amendment to this Circular; or (ii) if, as of the time the Meeting is scheduled to occur (as set forth in the Interim Order), there are insufficient Primo Shares represented (either in-person or by proxy) to constitute a quorum necessary to conduct the business of the Meeting, but only until the Meeting can be held at which there are a sufficient number of Primo Shares represented to constitute a quorum; provided that the Meeting shall not be moved to a date that is more than 15 Business Days after the date for which the Meeting was originally scheduled; provided, further, that the Meeting date shall not be moved to a date that is on or after ten Business Days prior to the Outside Date.

As the Company aims to maximize Primo Shareowner participation, the Meeting will be in a virtual-only format. All Primo Shareowners, regardless of geographic location, will have an equal opportunity to listen to the Meeting live, ask questions and vote in real time. The online Meeting will ensure that Primo Shareowners who attend the Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

You will need the 16-digit control number located on the form of proxy or voting instruction form you receive as described below, as applicable, and access to an internet-connected device such as a laptop, computer, tablet or mobile phone for the full duration of the Meeting. The Meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins. If you attend the Meeting online, it is important that you remain connected to the internet for the duration of the Meeting in order to vote when balloting commences. You should ensure you have a strong internet connection wherever you intend to participate in the Meeting.

The Meeting will begin promptly at [•] (Eastern time) on [•], 2024, unless otherwise adjourned or postponed. Online check-in will open fifteen minutes prior to the Meeting at [•] (Eastern time). You should allow ample time for online check-in procedures. If you encounter any difficulties accessing the Meeting, please call the technical support number that will be posted on the log-in page.

The steps you need to follow to participate in or vote at the virtual Meeting will depend on whether you are (i) a registered holder of Primo Shares (“Registered Shareowner”); or (ii) a beneficial, or non-registered, holder of Primo Shares (a “Beneficial Shareowner”).

Registered Shareowners, duly appointed proxyholders and Beneficial Shareowners who have logged in to the Meeting using the 16-digit control number located on their voting instruction form will be entitled to vote in real time and ask questions at the Meeting. Guests, including Beneficial Shareowners who do not have their 16-digit control number, can listen to the Meeting, but will not be able to vote or ask questions.

If you are a Beneficial Shareowner and wish to vote at the virtual Meeting but did not receive a 16-digit control number on the voting instruction form sent to you by your intermediary, you must (i) appoint yourself as proxyholder by inserting your own name in the space provided for appointing a proxyholder on the voting instruction form and follow all of the applicable instructions, including the deadline, provided by your intermediary; and (ii) register with Broadridge. See “Appointment and Revocation of Proxies” below for additional information on how Beneficial Shareowners can appoint themselves as proxyholder.

To attend and participate in the Meeting:

Duly appointed proxyholders (including Beneficial Shareowners who have been duly appointed as a proxyholder in respect of their securities) will need to check in with the eight character Appointee Identification Number and Appointee Name they have been provided. The virtual Meeting platform enables Registered Shareowners, duly appointed proxyholders and Beneficial Shareowners who have logged in to the Meeting using their 16-digit control number to submit questions by typing them into the “ask a question” text box and submit their vote while the Meeting is being held if they have not done so in advance of the Meeting. Questions will not be displayed to webcast participants, but all reasonable efforts will be made to address questions raised during the time allotted. A moderator may filter questions for common themes and may present a summarized version of the questions to the Chair or appropriate officer of the Company. Questions should be relevant to the business of the Meeting. Inappropriate questions will not be presented to, or addressed by, the Chair.

In order to streamline the virtual Meeting process, the Company encourages Primo Shareowners to vote in advance of the Meeting using the voting instruction form or the form of proxy mailed to them with this Circular. As a Registered Shareowner, if you vote on a ballot at the Meeting, you will be revoking any and all previously submitted proxies. If you DO NOT wish to revoke your previously submitted proxies, do not vote again at the Meeting.

The record date for determining the Primo Shareowners entitled to receive notice of and to vote at the virtual Meeting, or any adjournments or postponements thereof is [•], 2024 (the “Record Date”). Only Primo Shareowners of record as of the close of business (Eastern time) on the Record Date are entitled to receive notice of and to vote at the virtual Meeting (or any adjournments or postponements thereof).

The Company has elected not to use the notice-and-access procedures under applicable Securities Laws to send the proxy-related materials to Primo Shareowners. However, the Company is electronically delivering proxy-related materials to Primo Shareowners who have requested such delivery method (e-delivery) for their proxy materials.

A proxy is a document that authorizes another person to attend the Meeting and cast votes at the Meeting on behalf of a Registered Shareowner. Each Registered Shareowner has the right to appoint as proxyholder a person or company other than the persons designated by management in the enclosed form of proxy to attend and act on the Registered Shareowner’s behalf at the Meeting or any adjournment or postponement thereof. If you are a Registered Shareowner, you should use the form of proxy accompanying this Circular.

This Circular is delivered in connection with the solicitation of proxies by Primo Water management for use at the Meeting or any adjournment(s) or postponement(s) thereof, at the place and for the purposes set out in the accompanying Notice of Meeting.

Primo Water management is soliciting your proxy. The Company has retained MacKenzie Partners as its proxy solicitation agent for assistance in connection with the solicitation of proxies for the Meeting, and will pay MacKenzie Partners an estimated fee of $20,000 for such services in addition to certain out-of-pocket expenses. Management requests that you sign and return the proxy form or voting instruction form so that your votes are exercised at the Meeting. The solicitation of proxies will be conducted primarily by mail but may also be made by telephone, facsimile transmission or other electronic means of communication or in-person by the directors, officers and employees of Primo Water. The Company will bear the cost of such solicitation and will reimburse intermediaries for their reasonable charges and expenses incurred in forwarding proxy materials to Beneficial Shareowners. The BlueTriton Parties and their Affiliates may also participate in the solicitation of proxies.

The persons appointed to act under the proxy form solicited by management are Jerry Fowden, Director and Chairman of the Board, and Marni Morgan Poe, Chief Legal Officer and Secretary of the Company. Such individuals will vote “FOR” each of the matters specified in the Notice of Meeting and all other matters proposed by management at the Meeting. A Registered Shareowner that wishes to appoint another person or entity (who need not be a Primo Shareowner) to represent such Primo Shareowner at the Meeting may either insert the person or entity’s name in the blank space provided in the form of proxy or complete another proper form of proxy, submit the form of proxy and register such proxyholder with Broadridge after submitting the form of proxy. To provide the appointed proxyholder access to the virtual Meeting, a Primo Shareowner must create a unique eight-character “Appointee Identification Number” and specify the “Appointee Name” in the spaces provided in the form of proxy or online at www.proxyvote.com. The Primo Shareowner must then provide the proxyholder with the unique eight-character Appointee Identification Number along with the specified Appointee Name to allow the proxyholder access to the virtual Meeting. If an eight-character Appointee Identification Number is not created by the Primo Shareowner, the appointed proxyholder will not be able to access the virtual Meeting. If you appoint and register a non-management proxyholder, please ensure that they attend the Meeting for your vote to count.

All proxies must be executed by a Primo Shareowner or their attorney duly authorized in writing or, if a Primo Shareowner is a non-individual entity, by an authorized signatory or attorney thereof duly authorized. A proxy will only be valid if it is duly completed, signed, dated and received at the office of Broadridge, 51 Mercedes Way, Edgewood, New York 11717, by [•] (Eastern time) on [•], 2024 or, if the Meeting is adjourned or postponed, 48 hours prior to any adjourned or postponed Meeting (the “Proxy Submission Deadline”). Late proxies may be accepted or rejected by the Chair at his discretion and the Chair is under no obligation to accept or reject any particular late proxy. The Proxy Submission Deadline may be waived or extended by the Chair at his discretion without notice. Beneficial Shareowners should carefully follow the instructions of their intermediaries, including those regarding when and where the form of proxy or the voting instruction form is to be delivered, in order to ensure that their Primo Shares are voted at the Meeting.

To revoke a proxy, a Registered Shareowner may: (i) deliver a written notice of revocation to the offices of Broadridge, 51 Mercedes Way, Edgewood, New York 11717, at any time up to and including the Proxy Submission Deadline; (ii) vote again on the internet or by phone at any time up to and including the Proxy Submission Deadline; or (iii) complete a form of proxy that is dated later than the form of proxy being changed, and mailing it or faxing it as instructed on the form of proxy so that it is received before the Proxy Submission Deadline. If you attend the Meeting, you will not be revoking any previously submitted proxies. However, if you vote on a ballot at the Meeting you will be revoking any and all previously submitted proxies. If you DO NOT wish to revoke your previously submitted proxies, do not vote again at the Meeting. In addition, the proxy may be revoked by any other method permitted by Law. The written notice of revocation may be executed by the Primo Shareowner or by an attorney who has the Primo Shareowner’s written authorization. If the Primo Shareowner is a non-individual entity, the written notice of revocation must be executed by its duly authorized officer or attorney.

Only Registered Shareowners have the right to directly revoke a proxy. Beneficial Shareowners that wish to change their vote must arrange for their respective intermediaries to revoke the proxy on their behalf in accordance with any requirements of the intermediaries. If you are a Beneficial Shareowner and have provided voting instructions to your intermediary and change your mind about your vote, please contact your intermediary. If your intermediary gives you the option of using the Internet to provide your voting instructions, you can also use the internet to change your instructions, as long as your intermediary receives the new instructions in sufficient time to act on them before the Proxy Submission Deadline.

The accompanying form of proxy, when properly signed, confers authority on the Persons named in it as proxies with respect to any amendments or variations to the matters identified in the Notice of Meeting or other matters that may properly come before the Meeting, or any adjournment or postponement thereof. Notwithstanding the foregoing, the Persons named in the accompanying form of proxy will vote or withhold from voting the Primo Shares in respect of which they are appointed in accordance with the direction of the Primo Shareowner appointing them and if the Primo Shareowner specifies a choice with respect to any matter to be voted upon, such Primo Shareowners’ Primo Shares will be voted accordingly. If you sign and return your form of proxy without designating a proxyholder and do not give voting instructions or specify that you want your Primo Shares withheld from voting, the Primo Water representatives named in the form of proxy will vote your Primo Shares “FOR” the Transaction Resolutions.

If you are a Registered Shareowner, you will receive a form of proxy from Broadridge with this Circular. Voting by proxy is the easiest way to vote. Voting by proxy means that you are giving the person or people named on your form of proxy the authority to vote your Primo Shares for you at the Meeting or any adjournment or postponement.

If you are a Registered Shareowner you can attend and vote online at the virtual Meeting. If you are not able to attend, you may vote by submitting your proxy before the Proxy Submission Deadline in any of the following ways:

Even if you currently plan to participate in-person at the Meeting, you should consider voting your Primo Shares by proxy in advance so that your vote will be counted if you later decide not to attend the Meeting or in the event that you are unable to access the Meeting for any reason. If you access and vote on any matter at the Meeting, you will automatically revoke any previously submitted proxy.

These meeting materials are being sent to both Registered Shareowners and Beneficial Shareowners. However, only Registered Shareowners, or the Persons they duly appoint as their proxies, are permitted to vote at the virtual Meeting.

Primo Shareowners whose Primo Shares are not registered in their own name are referred to in this Circular as “Beneficial Shareowners.” There are two kinds of Beneficial Shareowners: those who have objected to their name being made known to Primo Water (called “OBOs” for Objecting Beneficial Owners) and those who have not objected (called “NOBOs” for Non-Objecting Beneficial Owners). Copies of this Circular have been distributed to intermediaries, who are required to deliver them to, and seek voting instructions from, Beneficial Shareowners. Intermediaries will generally use service companies (such as Broadridge) to forward the Meeting materials to Beneficial Shareowners. In reliance on NI 54-101, which permits the Company to deliver proxy-related materials indirectly to its NOBOs and OBOs, both OBOs and NOBOs can expect to receive these materials from their

intermediary, including a voting instruction form as more particularly described immediately below. Primo Water intends to pay for intermediaries to deliver proxy-related materials and the request for voting instructions (Form 54-101F7) to OBOs in accordance with NI 54-101.

Intermediaries are required to forward the Meeting materials to Beneficial Shareowners unless a Beneficial Shareowner has waived the right to receive them. Generally, a Beneficial Shareowner who has not waived the right to receive Meeting materials will receive either a voting instruction form or, less frequently, a form of proxy. Beneficial Shareowners should follow the procedures set out below, in addition, if applicable, to the procedures for appointing a third party as one’s proxy described above, depending on the type of form they receive:

In either case, the purpose of this procedure is to permit Beneficial Shareowners to direct the voting of the Primo Shares they beneficially own. Beneficial Shareowners should carefully follow the instructions of their intermediaries, including those regarding when and where the form of proxy or the VIF is to be delivered, in order to ensure that their Primo Shares are voted at the Meeting.

The Meeting requires a quorum, which means (i) not less than two Persons present in-person, each being a Primo Shareowner, entitled to vote at the virtual Meeting or a duly appointed proxyholder for an absent Primo Shareowner so entitled; and (ii) Persons owning or representing not less than a majority of the voting rights attached to issued and outstanding Primo Shares entitled to be voted at the Meeting.

Brokers and other intermediaries, holding shares in street name for their customers, are required to vote the shares in the manner directed by their customers. However, under the rules of the NYSE, brokers are prohibited from giving proxies to vote on non-routine matters unless the beneficial owner of such shares has given voting instructions on the matter. The absence of a vote on a matter where the broker has not received written voting instructions from a Beneficial Shareowner is referred to as a “broker non-vote.” Abstentions will be counted as present for purposes of

determining the presence of a quorum at the Meeting but will not be counted as votes cast. Broker non-votes will not be counted as present for purposes of determining the presence of a quorum for purposes at the Meeting and will not be voted. Accordingly, neither abstentions nor broker non-votes will have any effect on the outcome of the votes on the matters to be acted upon at the Meeting, as the standard for each of our proposals is based on “votes cast.”

On the Record Date, directors and executive officers of Primo Water and their Affiliates beneficially owned and had the right to vote [•] Primo Shares, representing [•]% of the total outstanding Primo Shares.

As of the date of this Circular, the senior management of Primo Water does not intend to present, and does not have any reason to believe that others will present, any item of business other than those set out in this Circular at the Meeting. However, if any other matter properly comes before the Meeting, the accompanying applicable proxy will be voted on such matter in accordance with the best judgment of the Person voting the proxy, including with respect to any amendments or variations to the matters identified in this Circular, to the extent permitted by Law.

The Transaction is the result of arms’- length negotiations among representatives of Primo Water and BlueTriton and their respective legal and financial advisors. The following is a summary of the principal events, meetings, discussions and negotiations involving the Parties leading up to the execution of the Arrangement Agreement and public announcement of the Transaction.

The Board and the Company’s senior management regularly review and discuss Primo Water’s performance, business strategy and competitive position in the beverage industry. As part of this ongoing evaluation, the Board, together with Primo Water’s senior management team, has from time to time considered various strategic options to accelerate growth and enhance shareholder value, including the possibility of a strategic combination with other companies in the beverage industry, acquisitions, dispositions, capital raising and other strategic transactions. In particular, the Board explored potential strategic alternatives in previous years that did not result in a transaction for a sale of the entire Company; however, such review did result in the successful sale of a significant portion of the Company’s international business, which closed on December 29, 2023.

In connection with an exploration of potential strategic alternatives in 2022, the Company engaged in discussions with multiple parties, including an affiliate of BlueTriton. A deal was not reached with any party at this time. After pausing its active exploration of potential strategic alternatives, the Company re-engaged with certain parties, including BlueTriton in 2023. The Company received a non-binding indication of interest from BlueTriton in respect of a reverse merger transaction pursuant to which Primo Shareowners would receive 37% pro forma equity ownership of the combined company, however negotiations did not extend beyond this stage with BlueTriton or any other party at this time.

On October 31, 2023, Bank of America Securities, Inc. (“BofA Securities”) made a preliminary presentation to the Board covering a number of topics, including equity capital market perspectives on the Company, use of proceeds from the planned sale of a significant portion of the Company’s international business and a discussion of potential strategic transaction opportunities. A transaction with BlueTriton, among other opportunities, was part of this discussion. Following the meeting, Mr. Jerry Fowden, Chairman of the Board, was introduced to and met with Mr. Tony Lee, Managing Partner and Co-Founder of ORCP on November 21, 2023. At this meeting, the parties discussed a potential transaction between BlueTriton and Primo Water. Mr. Fowden indicated that Primo Water would only be interested in pursuing a merger transaction with BlueTriton if the Primo Shareowners’ pro forma equity ownership of the combined company was greater than 37%.

Following the meeting in November 2023 between Mr. Fowden and Mr. Lee, BlueTriton sent a revised non-binding indication of interest via e-mail to Primo Water on December 5, 2023. This proposal reflected a proposed transaction whereby the Primo Shareowners’ pro forma equity ownership of the combined company was in the range of 42% to 43%.

At a Board meeting held on December 18, 2023, BofA Securities presented a preliminary overview of the merits and considerations of a potential transaction with BlueTriton and a summary of the indication of interest that BlueTriton sent on December 5, 2023, as well as an overview of BlueTriton and its performance under ORCP’s ownership, a preliminary combination analysis and a preliminary illustrative value creation analysis. Ms. Marni Poe, the Company’s Chief Legal Officer and Secretary, also attended this meeting. At the meeting, Ms. Poe provided an overview of the Board’s fiduciary duties in the context of a potential transaction. Following a discussion, the Board authorized a limited exploration of a proposed transaction with BlueTriton, with a focus on synergy quantification and assessment of potential regulatory risks.

From the period beginning on December 18, 2023 and ending February 20, 2024 the parties continued to engage in certain informal discussions and communications, including establishing a process to evaluate synergies with each party’s prospective advisors in an initial phase before moving into a fulsome due diligence review. On January 4, 2024, FTI was engaged by Primo Water to evaluate cost synergy opportunities associated with the proposed transaction. On January 22, 2024, BlueTriton engaged McKinsey to conduct its own evaluation as to cost synergy opportunities associated with the proposed transaction. On January 26, 2024, the parties established “clean team” review procedures.

On February 20, 2024, the Board, joined by senior management of Primo Water and representatives from BofA Securities, Goodmans and K&E, met virtually. At the meeting, BofA Securities provided an update on the cost synergy opportunities associated with the proposed transaction based on the work conducted by FTI and other advisors, as well as an updated preliminary combination analysis and preliminary illustrative value creation analysis

using a range of potential pro forma equity ownership levels, synergy levels and pro forma trading multiples. At this meeting, Goodmans reviewed with the Board its fiduciary duties in the context of the proposed transaction. Following discussions, the Board resolved to form a special committee of independent directors (the “Special Committee”) for the purpose of evaluating the possible strategic alternatives that may be available to the Company, including the proposed transaction with BlueTriton. Ms. Susan Cates was appointed as Chair of the Special Committee, and Mr. Billy Prim and Mr. Eric Foss were appointed as its members. The Board also approved the Special Committee’s mandate and authorized the Company to formally engage BofA Securities as financial advisor in connection with evaluation of the strategic alternatives. The Company entered into an engagement letter with BofA Securities later that day on February 20, 2024.

From March 2024 to June 2024, representatives of Primo Water and BlueTriton participated in various business and legal due diligence sessions, along with numerous in-person site visits across both companies’ various operating locations.

From the period between March 4, 2024 and May 22, 2024, the Special Committee and the Board each met on multiple occasions, often joined by senior management of Primo Water and representatives from Primo Water’s legal and financial advisors, to receive updates on and discuss the proposed transaction. In addition to formal meetings, the Special Committee members had additional informal discussions among themselves, as well as with the Company’s senior management and legal and financial advisors.

On March 7, 2024, Mr. Fowden, Ms. Cates, Mr. Prim and other senior management of Primo Water, and Mr. Lee, Ms. Kimberly Reed and Mr. Joseph Rosenberg of ORCP and other management of BlueTriton, together with certain of the parties’ respective financial advisors and synergy consultants met in-person for management presentations. The parties’ presented their respective businesses and the proposed transaction was discussed. As a result of the meeting, advisors for each of Primo Water and BlueTriton were instructed to jointly complete their analyses with respect to prospective cost synergies. Over the coming weeks, the parties and their respective advisors worked on providing a joint assessment of potential annual-run rate synergies that could result from the proposed transaction.

On March 14, 2024, Ernst & Young LLP (“EY”) was engaged by the Company to conduct certain tax and financial due diligence of the BlueTriton Parties, including a quality of earnings analysis.

On March 28, 2024, Mr. Lee discussed with Mr. Fowden certain feedback from a meeting of the board of directors of BlueTriton following the management presentations regarding the proposed transaction. In this discussion, Mr. Lee indicated, among other topics, that the Blue Triton Board of Directors was interested in re-examining the pro forma equity ownership percentages of each of the parties in the combined company.

The Board, joined by senior management of Primo Water and representatives from BofA Securities and legal counsel, met virtually on March 29, 2024. At the meeting, BofA Securities presented an update on the proposed transaction, including an updated preliminary illustrative value creation bridge and an updated relative contribution analysis. The Board also discussed BlueTriton’s indicated interest in re-examining the pro forma equity ownership percentages of each of Primo Water and BlueTriton, and agreed that Primo Water would only be interested in pursuing a potential transaction with BlueTriton if the Primo Shareowners’ pro forma equity ownership of the combined company would be at least 43%. K&E also provided an update to the Board regarding the regulatory analysis in connection with the proposed transaction. Following the Board meeting on March 29, 2024, Mr. Fowden communicated to Mr. Lee that Primo Water would only be willing to proceed with a proposed transaction with BlueTriton if Primo Shareowners’ pro forma equity ownership of the combined company would be at least 43%.

On April 4, 2024 and April 5, 2024, the parties exchanged due diligence requests for confirmatory legal, financial and tax due diligence. On April 5, 2024, representatives of FDBR and Latham & Watkins LLP (“L&W”), BlueTriton’s transaction counsel, discussed legal due diligence and ongoing deal structuring work.

On April 18, 2024, Primo Water, BlueTriton, and their respective legal and accounting advisors met to discuss deal structuring and debt covenant compliance. That same day, BlueTriton delivered a non-binding term sheet to the Company. The term sheet proposed a mutual fiduciary out, a termination fee of $125,000,000, covenants regarding the antitrust process, registration rights for ORCP and board representation for ORCP proportionate with its ownership of the combined company.

On April 22, 2024, Morgan Stanley & Co., LLC, financial advisor to BlueTriton, distributed a structuring step plan on behalf of BlueTriton, and the parties and their respective advisors held an additional call to discuss deal structuring.

On April 23, 2024, the Special Committee met with members of the Company’s senior management, FDBR and BofA Securities to discuss the term sheet.

On April 24, 2024, the Board received an update from the Special Committee and the Company’s legal and financial advisors regarding the transaction process, the term sheet and preparation for the regulatory process, and met in an executive session.

On April 26, 2024, Mr. Fowden and Mr. Lee discussed by telephone the transaction process and certain of the items covered by the term sheet, including the size of the board of the combined company. Thereafter, FDBR delivered a revised draft of the term sheet to L&W. The revised draft removed the fiduciary out for BlueTriton and proposed BlueTriton’s stockholder approval be delivered within 24 hours after signing, a termination fee of $90,000,000 and a dissenters’ rights threshold in respect of Primo Shareowners of 10%, as well as added more detail to the concept of proportional board representation.

On April 28, 2024, upon the approval of the Special Committee, BMO Capital Markets was formally engaged to render, if requested, an opinion to the Board in connection with the proposed transaction.

A further revised draft of the term sheet was delivered by L&W to FDBR on May 6, 2024. The revised draft reinserted the mutual fiduciary out, proposed a termination fee of $105,000,000 and a 5% threshold on dissenters’ rights in respect of Primo Shareowners and added a list of approval rights requiring ORCP approval over certain actions of the combined company so long as its ownership exceeded 15%.

On May 7, 2024, the Board met and received an update on process from BofA Securities, which presented BlueTriton’s first quarter 2024 financial results and indicative valuations of the two businesses on a standalone and combined basis. BMO Capital Markets also attended this meeting and discussed with the Board certain financial matters relating to Primo Water and the proposed transaction.

On May 13, 2024, FDBR delivered a further revised draft of the term sheet to L&W. This draft removed the fiduciary out as to BlueTriton, proposed a compromise on the dissenter’s rights threshold in respect of Primo Shareowners at 7.5%, increased the size of the board of the combined company to 15 members and proposed a five-month lockup restriction on sales by ORCP following the Closing and proposed certain changes to the list of approval rights requiring ORCP approval over certain actions of the combined company, including an ownership threshold of 30%.

On May 16, 2024, the parties held an additional structuring call on which they agreed to proceed with a “double-dummy” structure, and L&W and KPMG LLP, tax advisor to BlueTriton, undertook to produce an updated step plan, which was circulated on May 18, 2024.

On May 19, 2024, Mr. Fowden, Ms. Cates and Ms. Poe of the Company, and Mr. Lee, Ms. Reed and Mr. Rosenberg of ORCP met virtually to negotiate open points in the term sheet.

Between May 20 and June 3, 2024, the parties conducted several due diligence calls with relevant advisors to cover functional areas of the business of each of Primo Water and BlueTriton.

On May 21, 2024, L&W sent FDBR a revised term sheet and issues list. The term sheet reflected the negotiation meeting which took place on May 19, 2024 and accepted the termination fee of $105,000,000, dissenters’ rights threshold at 7.5%, fiduciary out only for the Company, a three-month lockup of ORCP and an ownership threshold of 30% for ORCP’s approval rights.

On May 22, 2024, the Special Committee and Board met and received an update from BofA Securities and FDBR on the progress of negotiations on the term sheet and issues list.

On May 30, 2024, Mr. Fowden and Ms. Cates of the Company met in-person and virtually with Mr. Lee, Ms. Reed and Mr. Rosenberg of ORCP and Mr. Michael Cramer to discuss composition of certain roles of the board of directors and management of the combined company in respect of the proposed transaction (the “Social Issues”). Also on May 30, 2024, L&W delivered an initial draft of the Arrangement Agreement to FDBR. The Arrangement Agreement contemplated that Primo Water’s directors and officers would enter into agreements to vote their Primo Shares in favor of the Transaction (the “Voting Agreements”). See “The Arrangement Agreement – The Voting Agreements” section of the Circular for additional information regarding the Voting Agreements.

On May 31, 2024, the Special Committee met and received an update from BofA Securities on the due diligence process, EY’s preliminary quality of earnings findings, term sheet negotiations, transaction timeline, an updated preliminary combination analysis and preliminary and illustrative value creation analysis. The Special Committee also met in camera

to discuss the Social Issues. On the same day, the Board met and was provided with an update on the Social Issues discussion. At the meeting, the Board agreed on a proposal to be presented to BlueTriton regarding the Social Issues (the “Social Issues Proposal”), which was subsequently delivered to ORCP on June 1, 2024.

On June 4, 2024, L&W circulated a draft of the form of Voting Agreement to FDBR.

On June 5, 2024, FDBR delivered a revised draft of the Arrangement Agreement to L&W.

Between June 5 and June 8, 2024, Ms. Poe of the Company and Mr. Rosenberg of ORCP met virtually on several occasions to discuss remaining open transaction points.

On June 6, 2024, L&W delivered initial drafts of the Stockholders Agreement and NewCo Organizational Documents to FDBR.

On June 7, 2024, FDBR circulated to L&W a revised draft of the Voting Agreement.

On June 8, 2024, ORCP delivered a written counterproposal to the Social Issues Proposal.

On June 9, 2024, the Special Committee, joined by senior management of Primo Water, representatives of BofA Securities, FDBR and Goodmans met virtually to discuss remaining open transaction points. FDBR also provided an update on the key points in the drafts of the transaction documents. The Board met on June 10, 2024 and was provided with a similar update on the proposed transaction.

On June 10, 2024, FDBR delivered revised drafts of the Stockholders Agreement and NewCo Organizational Documents to L&W. On June 12, 2024, L&W delivered a revised draft of the Arrangement Agreement to FDBR.

On June 11, 2024, L&W sent a further revised draft of the Voting Agreement to FDBR.

On June 12, 2024, L&W delivered revised drafts of the Stockholders Agreement and NewCo Organizational Documents to FDBR. On June 13, 2024 and June 14, 2024, the parties met with their respective legal and financial advisors to discuss and resolve remaining open transaction points. In connection with the resolution of certain remaining open transaction points, including the Social Issues, the parties agreed that the Primo Shareowners would receive 43% of the pro forma equity ownership of the combined company. On June 14, 2024, the Special Committee met and received an update from BofA Securities on the status of the proposed transaction and their updated financial analysis. BMO Capital Markets also joined to review its preliminary financial analysis of the consideration payable in the proposed transaction. Prior to this meeting, BMO Capital Markets provided for the Board certain information regarding BMO Capital Markets’ material investment banking relationships with Primo Water, BlueTriton and certain related entities. Goodmans reviewed the directors’ fiduciary duties in the context of the proposed transaction. The Special Committee, led by FDBR, reviewed the key terms of the latest drafts of transaction documentation relating to the proposed transaction. The Board also met on June 14, 2024 and was provided with a similar update on the proposed transaction and review of fiduciary duties.

On June 14, 2024, FDBR delivered revised drafts of the Arrangement Agreement, Stockholders Agreement and NewCo Certificate of Incorporation to L&W.

On June 15, 2024, L&W delivered further revised drafts of the Arrangement Agreement, Stockholders Agreement and NewCo Certificate of Incorporation to FDBR. FDBR delivered further revised drafts of the Arrangement Agreement, Stockholders Agreement and NewCo Organizational Documents to L&W later that day.

On June 16, 2024, the Special Committee, joined by senior management of Primo Water and representatives of BofA Securities, BMO Capital Markets, FDBR and Goodmans met virtually to provide the Special Committee with an update regarding the key terms of the proposed transaction and to discuss various transactional matters. BofA Securities also presented their updated financial analysis. Legal counsel to Primo Water presented an overview on the current draft of the Arrangement Agreement, Stockholders Agreement and NewCo Organizational Documents and discussed open transaction points. During this meeting, BMO Capital Markets reviewed with the Board BMO Capital Markets’ financial analysis of the aggregate number of NewCo Shares in the Arrangement issuable to Primo Shareowners and holders of Primo Equity Awards prior to consummation of the Arrangement, resulting in an aggregate pro forma ownership in NewCo by such holders equal to the Primo Pro Forma Percentage of 43% (defined for purposes of BMO Capital Markets’ financial analysis and opinion as the “Arrangement Consideration”). Following discussion, the Special Committee determined that the Transaction was in the best interest of Primo Water and assuming the delivery by BMO Capital Markets of an opinion to the Board, fair, from a financial point of view,

to the Primo Shareowners, recommended that the Board determine the proposed transaction with BlueTriton is in the best interests of Primo Water and that the Board approve the proposed transaction with BlueTriton and recommend that the Primo Shareowners vote in favor of the arrangement resolution.

The Board, joined by senior management of Primo Water and representatives of BofA Securities, BMO Capital Markets, FDBR and Goodmans met later that day and was provided with a similar update, which included an update regarding the key terms of the proposed transaction and a presentation of BofA Securities’s updated financial analysis. During this meeting, BMO Capital Markets reviewed its financial analysis of the Arrangement Consideration with the Board and rendered an oral opinion, confirmed by delivery of a written opinion dated June 16, 2024, to the Board to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by BMO Capital Markets, the Arrangement Consideration to be received in the Arrangement by the holders of Primo Shares (other than, as applicable, BlueTriton, NewCo, Merger Sub, Amalgamation Sub and their respective affiliates) pursuant to the Arrangement was fair, from a financial point of view, to such holders. Following discussion, and the delivery by the Special Committee of its report and recommendation in respect of the Transaction, the Board unanimously determined that the Transaction was in the best interest of Primo Water and fair, from a financial point of view, to the Primo Shareowners, approved the execution, delivery and, subject to the Primo Shareowner Approval and other terms and conditions set forth therein, performance of the Arrangement Agreement and the transactions contemplated thereby and resolved to recommend that the Primo Shareowners vote in favor of the Arrangement Resolution.

Late on June 16, 2024, representatives from each of Primo Water and BlueTriton executed the Arrangement Agreement and the Primo Water directors and executive officers delivered executed Voting Agreements.

On June 17, 2024, the Initial BlueTriton Shareholder delivered an irrevocable action by written consent evidencing its approval and adoption of the Arrangement Agreement.

In evaluating the Transaction, the Board and the Special Committee consulted with Primo Water’s senior management and legal and financial advisors, engaged in numerous discussions regarding the Transaction and received and consulted various materials for review and consideration.

In reaching its decision to approve the Transaction, the Board, and the Special Committee in recommending the Board approve the Transaction, considered a variety of factors, including its knowledge of BlueTriton’s business and its operations, financial condition, results of operations and prospects, as well as the risks in achieving those prospects, including uncertainties associated with achieving financial forecasts. In making its determination, the Board considered a number of factors, including, but not limited to, the following:

The Board also considered a number of uncertainties and risks in its deliberations concerning the Transaction, including the following:

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. Due to the wide variety of factors and information considered in connection with its evaluation of the Transaction, the Board did not find it practicable to, and therefore did not, quantify or otherwise attempt to assign any relative weight to any specific factor or item of information considered in reaching its conclusions and recommendation. In addition, individual members of the Board may have given different weight to various factors or items of information. The Board’s reasons for recommending the Transaction include certain assumptions relating to forward looking information, and such information and assumptions are subject to various risks. See “Management Information Circular — Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors”.

The Special Committee evaluated the Transaction in consultation with the Company’s senior management and legal and financial advisors and, after careful consideration of the various factors described under the heading “Primo Water’s Reasons for the Transaction”, unanimously determined that the Transaction is fair, from a financial point of view, to the Primo Shareowners and that the Transaction is in the best interests of Primo Water, and unanimously recommended to the Board that the Board determine that the Transaction is in the best interests of Primo Water, approve the Transaction and recommend that the Primo Shareowners vote “FOR” the Arrangement Resolution and the proposals set forth in this Circular.

The Board evaluated the Transaction in consultation with the Company’s senior management and legal and financial advisors and, after careful consideration of the various factors described under the heading “Primo Water’s Reasons for the Transaction”, and taking into account, among other things, the recommendation of the Special Committee, unanimously determined that the Transaction is fair, from a financial point of view, to the Primo Shareowners, determined that the Transaction is in the best interests of Primo Water, approved the execution, delivery and, subject to the Primo Shareowner Approval and other terms and conditions set forth therein, performance of the Arrangement Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Arrangement Resolution and the proposals set forth in this Circular.

Primo Water has engaged BMO Capital Markets as financial advisor to Primo Water in connection with the Arrangement. In connection with this engagement, the Board requested that BMO Capital Markets evaluate the fairness, from a financial point of view, of the Arrangement Consideration to be received in the Arrangement by holders of Primo Shares (other than, as applicable, BlueTriton, NewCo, Merger Sub, Amalgamation Sub and their respective affiliates) pursuant to the Arrangement Agreement. On June 16, 2024, at a meeting of the Board held to evaluate the Arrangement, BMO Capital Markets rendered an oral opinion, confirmed by delivery of a written opinion dated June 16, 2024, to the Board to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by BMO Capital Markets, the Arrangement Consideration to be received in the Arrangement by the holders of Primo Shares (other than, as applicable, BlueTriton, NewCo, Merger Sub, Amalgamation Sub and their respective affiliates) pursuant to the Arrangement was fair, from a financial point of view, to such holders. For purposes of BMO Capital Markets’ financial analyses and opinion, the term “Arrangement Consideration” means the aggregate number of NewCo Shares issuable in the Arrangement to holders of Primo Shares and Primo Equity Awards immediately prior to consummation of the Arrangement resulting in an aggregate pro forma ownership in NewCo by such holders equal to the Primo Water Pro Forma Percentage of 43%.

The full text of BMO Capital Markets’ written opinion, dated June 16, 2024, to the Board, which describes the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, is attached as “Schedule J” to this Circular and is incorporated herein by reference. The description of BMO Capital Markets’ opinion set forth below is qualified in its entirety by reference to the full text of BMO Capital Markets’ opinion. BMO Capital Markets’ opinion was provided for the information of the Board (in its capacity as such) in connection with its evaluation of the Arrangement Consideration from a financial point of view and BMO Capital Markets did not express any opinion on any other terms, aspects or implications of the Arrangement or any related transactions. BMO Capital Markets expressed no opinion as to the relative merits of the Arrangement and related transactions or any other transactions or business strategies as alternatives to

the Arrangement and related transactions or the decision of the Board to proceed with the Arrangement and related transactions. BMO Capital Markets’ opinion did not constitute a recommendation to the Board and is not a recommendation to any security holder or any other party as to how to vote or act with respect to the Arrangement or any related transactions or any other proposals or other matters.

In connection with BMO Capital Markets’ opinion, BMO Capital Markets made such reviews, analyses and inquiries as BMO Capital Markets deemed necessary and appropriate under the circumstances. Among other things, BMO Capital Markets:

BMO Capital Markets assumed and relied on the accuracy and completeness of all information supplied or otherwise made available to BMO Capital Markets by or on behalf of Primo Water, BlueTriton or their respective representatives or advisors or obtained by BMO Capital Markets from other sources. BMO Capital Markets did not independently verify (nor assume any obligation to verify) any such information or undertake an independent valuation or appraisal of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise) of Primo Water, NewCo, BlueTriton or any other entity, nor was BMO Capital Markets furnished with any such valuation or appraisal. Furthermore, BMO Capital Markets did not assume any obligation to conduct, and it did not conduct, any physical inspection of the properties or facilities of Primo Water, NewCo, BlueTriton or any other entity. BMO Capital Markets did not evaluate the solvency or fair value of Primo Water, NewCo, BlueTriton or any other entity under any provincial, state, federal or other laws relating to bankruptcy, insolvency or similar matters. BMO Capital Markets expressed no view or opinion as to any actual or potential arbitration, litigation, claims or possible unasserted claims, investigations or other proceedings involving or affecting Primo Water, NewCo, BlueTriton or any other entity or the potential impact thereof and BMO Capital Markets assumed that sufficient reserves have been established with respect thereto and that the outcome thereof will not be meaningful in any respect to its analyses or opinion.

BMO Capital Markets assumed that all required governmental, regulatory or other approvals, consents, releases, waivers and agreements for the consummation of the Arrangement and related transactions would be obtained and that no delays, limitations, restrictions, terms, conditions or other actions, including any divestiture or other requirements, would be imposed or occur that would have an adverse effect on Primo Water, NewCo, BlueTriton, the Arrangement or any related transactions (including the contemplated benefits thereof) or that otherwise would be meaningful in any respect to BMO Capital Markets’ analyses or opinion. BMO Capital Markets also assumed that the Arrangement and related transactions would be consummated in accordance with the terms of the Arrangement Agreement and in compliance with all applicable laws, relevant documents and other requirements, that the representations and warranties of each party contained in the Arrangement Agreement would be true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Arrangement Agreement and that all conditions to the consummation of the Arrangement and related transactions would be satisfied, in each case without waiver, modification or amendment. BMO Capital Markets further assumed that the Arrangement and related transactions would qualify for the intended tax treatment contemplated by the Arrangement Agreement. In addition, BMO Capital Markets assumed that the final Arrangement Agreement would not differ in any material respect from the draft of the Arrangement Agreement reviewed by BMO Capital Markets.

As the Board was aware, BMO Capital Markets was not provided with direct access to the management of BlueTriton and certain information regarding BlueTriton’s business, operations, financial condition and prospects and, accordingly, at the direction of Primo Water, BMO Capital Markets relied upon Primo Water with respect to such matters and BMO Capital Markets assumed, with the Board’s consent, that had BMO Capital Markets been provided with such direct access, any information received would not be meaningful in any respect to its analyses or opinion. With respect to the financial forecasts and other estimates and data that BMO Capital Markets was directed to utilize in its analyses and opinion (including, without limitation, estimates as to potential cost savings expected by the management of Primo Water to result from the Arrangement and related transactions), BMO Capital Markets was advised by the management of Primo Water, and BMO Capital Markets assumed, without independent investigation, that such financial forecasts and other estimates and data were reasonably prepared and reflected the best currently available estimates and good faith judgments of the managements of Primo Water and BlueTriton, as the case may be, as to the expected future financial performance of Primo Water and BlueTriton, such potential cost savings and the other matters covered thereby. BMO Capital Markets also assumed that the financial results reflected in such financial forecasts and other estimates and data (including, without limitation, with respect to potential cost savings) would be realized in the amounts and at the times projected. BMO Capital Markets expressed no opinion with respect to any financial forecasts or other estimates or data or the assumptions on which they were based. With respect to financial statements, financial forecasts and other information and data utilized in BMO Capital Markets’ analyses that were prepared in foreign currencies and converted based on certain exchange rates, BMO Capital Markets also assumed that such exchange rates were reasonable to utilize for purposes of its analyses and opinion and BMO Capital Markets expressed no view as to currency or exchange rate fluctuations or the impact thereof on its analyses or opinion. BMO Capital Markets assumed, without independent verification, that there were no changes in the businesses, assets, liabilities, financial condition, results of operations, cash flows or prospects of Primo Water or BlueTriton since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to BMO Capital Markets that would be meaningful in any respect to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by BMO Capital Markets incomplete or misleading.

BMO Capital Markets relied upon the assessments of the management of Primo Water as to, among other things: (i) the potential impact on Primo Water and BlueTriton of market, competitive, macroeconomic, geopolitical and other conditions, trends and developments in and prospects for, and governmental, regulatory and legislative matters relating to or affecting, the water solutions industry and the geographies in which Primo Water and BlueTriton operate, including with respect to the availability and pricing of commodities, raw materials and finished goods and supply and demand for water and water solutions, which are subject to significant volatility and which, if different than as assumed, could have a material impact on BMO Capital Markets’ analyses or opinion; (ii) Primo Water’s business optimization program and the timing and amount of improvements expected to result from related acquisitions and divestitures; (iii) assets of Primo Water held for sale, including the timing, expected proceeds and other financial aspects involved; (iv) matters relating to Primo Water’s and BlueTriton’s respective debt and debt-like items; (v) existing and future agreements and other arrangements involving, and ability to attract, retain and/or replace, key employees, suppliers and other commercial relationships of Primo Water and BlueTriton; and (vi) the ability of Primo Water and BlueTriton to integrate the businesses of BlueTriton and Primo Water. BMO Capital

Markets assumed that there would be no developments with respect to any such matters or adjustments to the Arrangement Consideration or any alternative transaction structures for effecting the Arrangement as permitted under the Arrangement Agreement that would have an adverse effect on Primo Water, NewCo, BlueTriton, the Arrangement or related transactions (including the contemplated benefits thereof) or that otherwise would be meaningful in any respect to its analyses or opinion.

BMO Capital Markets’ opinion was necessarily based upon financial, economic, market and other conditions and circumstances as they existed and could be evaluated, and the information made available to BMO Capital Markets, as of the date of its opinion. BMO Capital Markets did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to BMO Capital Markets’ attention after the date of its opinion, including potential changes in U.S. or foreign trade, tax or other laws, regulations and government policies or the enforcement thereof as have been or may be proposed or effected or the potential impact such changes may have on Primo Water, NewCo, BlueTriton, the Arrangement or related transactions (including the contemplated benefits thereof). As the Board was aware, the industries and geographies in which Primo Water and BlueTriton operate (including commodity prices relating to such industries) and the securities of Primo Water have experienced and may continue to experience volatility and disruptions and BMO Capital Markets expressed no view or opinion as to any potential effects of such volatility or disruptions on Primo Water, NewCo, BlueTriton, the Arrangement or related transactions (including the contemplated benefits thereof).

As the Board was aware, in connection with BMO Capital Markets’ engagement relating to the Arrangement, BMO Capital Markets was not requested to, and it did not, participate in the negotiation or structuring of the Arrangement or any related transactions, nor was BMO Capital Markets requested to, and it did not, solicit indications of interest or proposals from third parties regarding the possible acquisition of all or a part of Primo Water or any alternative transaction. BMO Capital Markets’ opinion, as expressed in such opinion, related to the relative values of Primo Water and BlueTriton on a standalone and combined basis and addressed only the fairness of the Arrangement Consideration, from a financial point of view and as of the date thereof, without regard to individual circumstances of specific holders (whether by virtue of control, voting or consent, liquidity, contractual arrangements or otherwise) that may distinguish such holders or the securities of Primo Water held by such holders, and BMO Capital Markets’ opinion did not in any way address proportionate allocation or relative fairness among such holders, holders of any other securities of Primo Water or otherwise. BMO Capital Markets expressed no opinion as to the relative merits of the Arrangement and the related transactions or any other transactions or business strategies as alternatives to the Arrangement and related transactions or the decision of the Board to proceed with the Arrangement and related transactions, nor did BMO Capital Markets express any view or opinion on the related transactions, the form or structure of the Arrangement, any adjustments to the Arrangement Consideration or any terms, aspects or implications of any voting agreements, stockholders’ agreements, governance arrangements, intercompany services agreements or any other agreement, arrangement or understanding to be entered into in connection with or contemplated by the Arrangement, any related transactions or otherwise. In addition, BMO Capital Markets did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any officers, directors or employees, or any class of such persons, in connection with the Arrangement or any related transactions relative to the Arrangement Consideration or otherwise. BMO Capital Markets is not an expert in and expressed no view as to, and BMO Capital Markets’ opinion did not address, any legal, regulatory, tax, accounting or similar matters. BMO Capital Markets relied upon the fact that Primo Water had received all necessary legal, regulatory, tax and accounting advice and upon the assessments of representatives of Primo Water as to such matters. BMO Capital Markets expressed no view or opinion as to the actual value of NewCo Shares when issued in the Arrangement or the prices at which Primo Shares, NewCo Shares, BlueTriton Shares or any other securities of Primo Water, NewCo or BlueTriton may trade or otherwise be transferable at any time, including following announcement or consummation of the Arrangement and related transactions.

In preparing its opinion, BMO Capital Markets performed a variety of financial and comparative analyses, including those described below. The summary of the analyses below is not a complete description of BMO Capital Markets’ opinion or the analyses underlying, and factors considered in connection with, BMO Capital Markets’ opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. BMO Capital Markets arrived at its ultimate opinion based on the results of all analyses and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis. Accordingly,

BMO Capital Markets believes that the analyses must be considered as a whole and in context and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying such analyses and its opinion.

In its analyses, BMO Capital Markets considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of Primo Water and BlueTriton. No company, business or transaction reviewed is identical or directly comparable to Primo Water, BlueTriton, NewCo or the Arrangement and an evaluation of these analyses is not entirely mathematical; rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies, businesses or transactions reviewed or the results from any particular analysis.

The estimates contained in BMO Capital Markets’ analyses and the ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by such analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, BMO Capital Markets’ analyses are inherently subject to substantial uncertainty.

BMO Capital Markets was not requested to, and it did not, recommend or determine the specific consideration payable in the Arrangement. The type and amount of consideration payable in the Arrangement were determined through negotiations between Primo Water and BlueTriton and the decision to recommend and enter into the Arrangement Agreement was solely that of the Board. BMO Capital Markets’ opinion was only one of many factors considered by the Board in its evaluation of the Arrangement and should not be viewed as determinative of the views of the Board or the management of Primo Water with respect to the Arrangement or the consideration payable in the Arrangement. BMO Capital Markets’ analyses and opinion are not, and should not be considered, a formal valuation for purposes of MI 61-101.

The summary of the financial analyses described below under this heading “Financial Analyses” is a summary of the material financial analyses prepared and reviewed with the Board in connection with BMO Capital Markets’ opinion, dated June 16, 2024. The summary set forth below does not purport to be a complete description of the financial analyses performed by, and underlying the opinion of, BMO Capital Markets, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by BMO Capital Markets. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary as the tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the financial analyses, could create a misleading or incomplete view of such financial analyses. Future results may differ from those described and such differences may be material. For purposes of the financial analyses described below: (i) the term “adjusted EBITDA” generally refers to earnings before interest, taxes, depreciation and amortization, adjusted for certain non-recurring and non-cash items and before stock-based compensation expense (as applicable); (ii) financial data for Primo Water provided by the management of Primo Water was reflective of assumed cash net proceeds from the sale of assets currently held for sale by Primo Water and a normalization adjustment for Primo Water’s business optimization program, in each case per the management of Primo Water, and Wall Street research analysts’ estimates for Primo Water were reflective of assumed cash net proceeds from the sale of assets currently held for sale by Primo Water; and (iii) approximate implied per share equity value reference ranges for Primo Water derived from the financial analyses and certain additional information described below, other than historical trading prices and Wall Street research analysts’ price targets for Primo Shares, were rounded to the nearest $0.05 and approximate implied equity value reference ranges for BlueTriton derived from the financial analyses described below were rounded to the nearest $1 million.

BMO Capital Markets performed separate selected public companies analyses of Primo Water and BlueTriton in which BMO Capital Markets reviewed certain financial and stock market information relating to Primo Water, certain financial information relating to BlueTriton and certain financial and stock market information relating to the selected publicly traded companies listed below.

In its selected public companies analysis of Primo Water, BMO Capital Markets reviewed certain financial and stock market information relating to Primo Water and the following 15 selected companies that BMO Capital Markets considered generally relevant for purposes of analysis as publicly traded companies with operations in the industries in which Primo Water operates, consisting of seven selected publicly traded route-based services companies (the “Primo Water Selected Route-Based Services Companies”), four selected publicly traded beverage companies (the “Primo Water Selected Beverage Companies”) and four selected publicly traded food distribution companies (the “Primo Water Selected Food Distribution Companies” and, together with the Primo Water Selected Route-Based Services Companies and the Primo Water Selected Beverage Companies, the “Primo Water Selected Companies”):