This summary highlights the key aspects of the matters to be considered at the Meeting, but does not contain all of the information that is important to you. 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.

The Meeting will be held on [•], 2024 at [•] (Eastern time) virtually via live audio webcast at www.virtualshareholdermeeting.com/PRMW2024SM. 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. For further information see, “Information Concerning the Meeting — Date, Time and Place of the Meeting”.

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.

To be 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. 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 at least a simple majority of the votes cast by Primo Shareowners present in-person or represented by proxy and entitled to vote at the virtual Meeting.

The Primo Shareowners entitled to receive notice of, and to vote at, the Meeting are those holders of Primo Shares as of the close of business on [•], 2024. See “Information Concerning the Meeting — Record Date”.

On June 16, 2024, the Company, BlueTriton, NewCo and certain other parties noted below under “The Parties to the Arrangement Agreement” entered into the Arrangement Agreement whereby they agreed to undertake the Arrangement and Mergers, together referred to as the Transaction.

It is expected that upon completion of the Transaction, former Primo Shareowners and former holders of Primo Equity Awards will collectively own NewCo Class A Shares representing approximately 43% of the Fully Diluted NewCo Shares and that the BlueTriton Shareholders will own NewCo Class A Shares and NewCo Class B Shares representing approximately 57% of the Fully Diluted NewCo Shares. 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 NYSE under the trading symbol “[•]” following the completion of the Transaction, subject to NYSE approval.

The Transaction is expected to create a leading North American pure-play healthy hydration company. NewCo will be led by a combined board of directors and management team from Primo Water and BlueTriton, bringing together the cultures, strengths and capabilities of both companies.

For more information, see “Description of the Transaction” and “The Arrangement Agreement”.

Founded in 1955 as “Cott Corporation”, Primo Water is a leading North America-focused pure-play water solutions provider that operates largely under a recurring revenue model in the large format water category (defined as three gallons or greater). The Company’s revenue model includes its industry leading line-up of innovative water dispensers, which are sold through approximately 11,350 retail locations and online at various price points. The

Company’s registered Canadian office is located at 1200 Britannia Road East, Mississauga, Ontario, L4W 4T5, Canada and its principal executive head office is located at 1150 Assembly Drive, Suite 800, Tampa, Florida, 33607, United States. Primo Water is governed by the OBCA and the Primo Shares are listed and posted for trading on the NYSE and the TSX under the symbol “PRMW”. For further information regarding the Company, see “Schedule G — Information Relating to the Company”.

Triton Water Parent, Inc. is a Delaware corporation incorporated on February 3, 2021. BlueTriton operates primarily through its wholly owned subsidiaries, including Triton Water Holdings, Inc. BlueTriton is a leading provider of water and beverages in the United States and Canada, offering an extensive portfolio of recognizable, responsibly sourced national and regional spring and purified water and beverage brands. Its principal executive office is located at 900 Long Ridge Road, Building 2, Stamford, Connecticut 06902-1138, United States. For more information about BlueTriton, see “Information Relating to BlueTriton” and “Schedule H — Information Relating to BlueTriton”.

NewCo is a corporation incorporated under the laws of the State of Delaware on June 10, 2024 as a wholly-owned subsidiary of BlueTriton for the purpose of effecting the Transaction. To date, NewCo has not conducted any activities other than those incidental to its formation, the execution of the Arrangement Agreement, the preparation of regulatory filings made in connection with the transactions contemplated by the Arrangement Agreement and other matters related to the Transaction. Upon completion of the Transaction, NewCo is expected to be a leading North American pure-play healthy hydration company with diversified offerings across products, formats, channels and consumer occasions. 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, NewCo is governed by the DGCL and NewCo intends to list its shares on the NYSE under the symbol “[•]”. For more information about NewCo, see “Information Relating to NewCo” and “Schedule I — Information Relating to NewCo”.

Amalgamation Sub is a corporation organized under the laws of the Province of Ontario on June 13, 2024 and Merger Sub is a corporation incorporated in the State of Delaware on June 10, 2024, each as an indirect, wholly owned subsidiary of BlueTriton for the purpose of effecting the Transaction. To date, neither Amalgamation Sub nor Merger Sub have conducted any activities other than those incident to their formation, the execution of the Arrangement Agreement, and other matters related to the Transaction. In connection with the consummation of the Transaction: (i) there will be an amalgamation of Primo Water and Amalgamation Sub, with the amalgamated entity, Primo Water Corporation, becoming a wholly-owned subsidiary of NewCo; and (ii) immediately following the Arrangement, Merger Sub will be merged with and into BlueTriton, with BlueTriton surviving the Merger as a wholly-owned subsidiary of NewCo. Therefore, following consummation of the Transaction, Amalgamation Sub and Merger Sub will no longer exist as separate entities.

Prior to consummation of the Transaction, the principal executive office for Merger Sub is located at 900 Long Ridge Road, Building 2, Stamford, Connecticut 06902-1138, United States, and the phone number for Merger Sub is (203) 863-0451. Prior to the consummation of the Transaction, the registered office of Amalgamation Sub is located at 199 Bay Street, Suite 5300 Commerce Court West, Toronto, Ontario, M5L 1B9, Canada, and the phone number for Amalgamation Sub is (203) 863-045.

The Transaction and the Arrangement Agreement are the result of arms’ length negotiations among representatives of Primo Water, BlueTriton and their respective legal and financial advisors. A summary of certain relevant background information, as well as the principal events leading to the execution of the Arrangement Agreement and the public announcement of the Transaction, is set forth in this Circular. 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 in this 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 this Circular. 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 in this 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 this Circular. See “Description of the Transaction — Recommendation of the Board”.

In evaluating the Transaction, the Board and the Special Committee consulted with Primo Water’s senior management and legal and financial advisors and 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:

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

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”.

Primo Water has engaged BMO Capital Markets as financial advisor to Primo Water in connection with the Arrangement. In connection with this engagement, BMO Capital Markets delivered a written opinion, dated June 16, 2024, to the Board as to the fairness, from a financial point of view and as of the date of the opinion, 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. 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 in this Circular 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. For further information see “Description of the Transaction — Opinion of BMO Capital Markets Corp.”

Primo Water has retained BofA Securities as its financial advisor in connection with evaluating the Transaction. In connection with this engagement, BofA Securities presented, at Primo Water’s request, certain financial analyses to Primo Water, which were presented to the Special Committee and, subsequently, the Board during their meetings on June 16, 2024. BofA Securities was not requested to, and it did not, provide to Primo Water or any other person any (i) opinion (whether as to the fairness of any consideration, including, without limitation, the Primo Water Pro Forma Percentage, or otherwise) or (ii) recommendation as to how to vote or act on any matters relating to the proposed Transaction or otherwise. The BofA Financial Analyses were presented for the use and benefit of Primo Water in its consideration of the Transaction and did not address the relative merits of the transactions contemplated by the Arrangement Agreement as compared to any alternative transaction or opportunity that might be available to Primo Water, nor did they address the underlying business decision by Primo Water to engage in the Transaction or the terms of the Arrangement Agreement or the documents referred to therein. For a summary of the BofA Financial Analyses, see “Description of the Transaction — Analysis of Primo Water’s Financial Advisor”.

Certain of the Company’s directors and executive officers may have interests in the Transaction that may be different from or in addition to the interests of Primo Shareowners generally. The Special Committee and the Board were aware of and carefully considered these interests, among other matters, in evaluating the terms and structure, and in overseeing the negotiation of, the Transaction and in approving the Arrangement Agreement and Plan of Arrangement. These interests include, among other things, ownership of securities in the Company, potential payments upon termination of employment or in connection with a change of control of the Company and rights to directors’ and officers’ indemnification and liability insurance that will survive the completion of the Transaction.

All benefits received, or to be received, by directors, officers or employees of the Company as a result of the Transaction are, and will be, solely in connection with their services as directors, officers or employees of the Company. No benefit has been, or will be, conferred for the purpose, in whole or in part, of increasing the value of the consideration to any such person for the Primo Shares held by such person, and no consideration is, or will be, conditional, by its terms, on such person supporting the Transaction.

For more information, see “Description of the Transaction — Interests of the Company’s Directors and Management in the Transaction”.

The Arrangement will be implemented by way of a court-approved plan of arrangement under the OBCA pursuant to the terms of the Plan of Arrangement. The following procedural steps must be taken in order for the Arrangement to become effective:

For more information, see “The Arrangement Agreement — The Arrangement”.

An arrangement under the OBCA requires Court approval. On [•], 2024, the Court granted the Interim Order ratifying and confirming the calling and holding of the Meeting and confirming certain procedural matters in respect of the Meeting, and other matters. The text of the Interim Order is set out in “Schedule E — Interim Order”.

Subject to the terms of the Arrangement Agreement, and upon obtaining the approval of the Arrangement Resolution by the Primo Shareowners in the manner required by the Interim Order, the Company will make an application to the Court for the Final Order. The application for the Final Order approving the Arrangement is expected to be heard before the Ontario Superior Court of Justice (Commercial List) on [•], 2024 at [•] (Eastern time), or as soon after that date as is practicable. At the Final Order hearing, any Primo Shareholder or other interested party who wishes to participate or to be represented or to present evidence or argument may do so, subject to filing a notice of appearance as set out in the Notice of Application and satisfying certain other requirements as set out in the Interim Order. In the event that the Final Hearing is postponed, adjourned or rescheduled, then, subject to any further order of the Court, only those persons having previously served a notice of appearance in compliance with the Notice of Application and the Interim Order will be given notice of the postponement, adjournment or rescheduled date. See “Schedule F — Notice of Application”.

The Court has broad discretion under the OBCA when making orders with respect to the Arrangement and the Court, in hearing the application for the Final Order, will consider, among other things, the procedural and substantive fairness of the Arrangement. The Court may approve the Arrangement either as proposed or as amended in any manner the Court may direct and determine appropriate, subject to compliance with such terms and conditions, if any, as the Court deems fit. For more information, see “Description of the Transaction — Court Approval”.

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. The Arrangement Resolution must

receive such Primo Shareowner Approval in order for the Company to implement the Arrangement. For more information, see “Description of the Transaction — Shareowner Approval”.

In addition to the Arrangement Resolution, Primo Shareowners will be asked to consider and, if deemed advisable, to pass, with or without variation, a non-binding advisory resolution 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 full text of which is set forth in “Schedule D — Executive Compensation Resolution” to the accompanying Circular. For more information, see “Information Concerning the Meeting — Executive Compensation Resolution”.

The Parties are required to use reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to consummate the Arrangement in the most expeditious manner reasonably practicable, including by preparing and delivering or submitting documents to effect the expirations of all waiting periods under applicable antitrust, competition, foreign direct investment or similar laws required to consummate the Arrangement and to make or obtain, as applicable, all filings, notices, reports, consents, registrations, approvals, non-objections, permits and authorizations necessary or advisable in order to consummate the Arrangement.

It is a mutual condition to the consummation of the Arrangement that the Parties obtain required regulatory approvals under the HSR Act, the Competition Act, and the Investment Canada Act.

Under the HSR Act, the Company and BlueTriton cannot consummate the Arrangement until the Company and BlueTriton have notified the United States Department of Justice’s Antitrust Division and the United States Federal Trade Commission of the Mergers and furnished them with certain information and materials relating to the mergers and the applicable waiting period has terminated or expired.

Under the Competition Act, the Parties cannot complete the Transaction until they have submitted the Pre-Merger Notifications to the Commissioner and the applicable waiting period has expired or been terminated by the Commissioner. The Parties may close the Transaction after the expiry of the applicable waiting period, provided that the Commissioner has not, at the relevant time, obtained an order from the Competition Tribunal prohibiting completion of the transaction or made an application for an order from the Competition Tribunal prohibiting the completion of the transaction that has not yet been disposed of by the Competition Tribunal. The Transaction may be completed before the end of the applicable waiting period if the Commissioner notifies the Parties that the Commissioner does not, at such time, intend to challenge the transaction.

The Investment Canada Act requires that certain transactions cannot be implemented unless the Minister of Innovation, Science and Industry is satisfied or deemed satisfied that the transaction is likely to be of “net benefit to Canada”. The non-Canadian investor must submit an application to obtain a net benefit determination, which triggers an initial review period of up to 45 days , which may be unilaterally extended by the Minister for an additional 30 days, after which period the Minister and the non-Canadian investor may agree to further extensions. In addition, certain transactions can be subject to separate review on grounds that the investment could be injurious to Canada’s national security. In the case of a reviewable transaction, a national security review can be required at any time from when the Minister first becomes aware of the investment up to 45 days after an application for review has been submitted, which period can be extended for an additional 45 days. Where a national security review is ordered, the statutory time period for a net benefit determination is suspended until the national security review has been completed.

Neither the Company nor BlueTriton can provide assurance that any such regulatory approvals will not result in the delay or abandonment of the Arrangement. For more information, see “Description of the Transaction — Regulatory Matters”.

BlueTriton and Primo Water expect to obtain approval to list the NewCo Class A Shares to be issued in connection with the Transaction on the NYSE, which approval is a condition to Closing. Accordingly, the Parties will submit an application to the NYSE to have the NewCo Class A Shares to be issued pursuant to the Arrangement approved for listing on the NYSE under the symbol “[•]”.

The Company is a reporting issuer (or the equivalent) in all of the provinces of Canada. The Primo Shares are listed and posted for trading on each of the TSX and NYSE under the symbol “PRMW”. The parties have agreed to

cooperate with each other to delist the Primo Shares from the NYSE and the TSX, to cause each of Primo Water and NewCo to cease to be a reporting issuer in Canada and to terminate the registration of the Primo Shares under the 1934 Exchange Act. Provided that the relevant conditions are met, such delisting and termination will not be effective until after the Arrangement Effective Time. See “Description of the Transaction — Canadian Securities Law Matters — Stock Exchange Delisting and Reporting Issuer Status” and “Description of the Transaction — U.S. Securities Law Matters”.

Under the Plan of Arrangement, each Primo Share (other than any Primo Shares held by Dissenting Shareowners or by Amalgamation Sub or any of its Affiliates) outstanding immediately prior to the Arrangement Effective Time shall be, and shall be deemed to be, transferred by the holder thereof to Amalgamation Sub, and in exchange therefor such holder shall be entitled to receive from NewCo for each such transferred Primo Share that number of fully-paid and non-assessable NewCo Class A Shares equal to the Exchange Ratio, being 1.00 NewCo Class A Share for each Primo Share, all in accordance with the Plan of Arrangement.

Under the Plan of Arrangement, each Primo Option (vested or unvested) that is outstanding immediately prior to the Arrangement Effective Time shall automatically be converted into and thereafter evidence a NewCo Replacement Option at an exercise price per share equal to the quotient obtained by dividing (x) the per share exercise price of the Primo Option by (y) the Exchange Ratio, rounded up to the nearest whole cent, provided, however, that the exercise price and the number of NewCo Class A Shares covered by such NewCo Replacement Option will be determined in a manner that is intended to be consistent with the requirements of Section 409A of the Code.

Each Primo RSU (vested or unvested) that is outstanding immediately prior to the Arrangement Effective Time shall be automatically assumed and converted into a NewCo Replacement RSU. Each such NewCo Replacement RSU as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the Primo RSU immediately prior to the Arrangement Effective Time, except that, as of the Arrangement Effective Time, the number of NewCo Class A Shares subject to the NewCo Replacement RSU shall equal the product of (i) the number of Primo Shares underlying such Primo RSU multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole share.

Each Primo PSU (vested or unvested) that is outstanding immediately prior to the Arrangement Effective Time shall be automatically assumed and converted into a NewCo Replacement PSU. Each such NewCo Replacement PSU as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the Primo PSU immediately prior to the Arrangement Effective Time, except that (i) as of the Arrangement Effective Time, the number of NewCo Class A Shares subject to the NewCo Replacement PSU shall equal the product of (x) the target number of Primo Shares underlying such Primo PSU by (y) the Exchange Ratio, rounded down to the nearest whole share; and (ii) the applicable performance metrics shall be equitably adjusted to reflect the transactions contemplated by the Arrangement Agreement in a manner to be agreed between Primo Water and BlueTriton prior to Closing, each acting reasonably.

The Transaction has been structured such that the Primo Senior Notes, being: (i) Primo Water’s 3.875% Senior Notes due 2028, governed by that certain indenture, dated as of October 22, 2020 (as amended, supplemented or otherwise modified), by and among Primo Water Holdings Inc., the guarantors party thereto, BNY Trust Company of Canada, as Canadian trustee, The Bank of New York Mellon, as U.S. trustee, paying agent, registrar, transfer agent and authenticating agent, and The Bank of New York Mellon, London Branch, as London paying agent; and (ii) Primo Water Holdings Inc.’s 4.375% Senior Notes due 2029 governed by that certain indenture, dated as of April 30, 2021 (as amended, supplemented or otherwise modified), by and among Primo Water Holdings Inc., the guarantors party thereto, BNY Trust Company of Canada, as Canadian trustee, and The Bank of New York Mellon, as U.S. trustee, paying agent, registrar, transfer agent and authenticating agent, may each remain outstanding if the Parties choose to do so.

However, as described in “The Arrangement Agreement — Financing Cooperation”, BlueTriton may, with the consent of Primo Water (not to be unreasonably withheld, conditioned, or delayed), undertake to fund any change of control offer, tender offer, exchange offer, redemption or repayment, as applicable, of the outstanding indebtedness of Primo Water, including the Primo Revolving Credit Facility and the Primo Senior Notes, including in connection with any Debt Financing undertaken by BlueTriton with the consent of Primo Water (such consent not to be unreasonably withheld, conditioned, or delayed) in connection with the Transaction.

At the effective time of the Merger as set forth in the Certificate of Merger, each issued and outstanding BlueTriton Share as of immediately prior to the Merger Effective Time (other than treasury stock referenced below) will be converted into a number of NewCo Class A Shares and NewCo Class B Shares such that, as a result of the Merger, the BlueTriton Shareholder will hold, as of immediately following the Closing (including completion of the Arrangement Effective Time, the Merger Effective Time and the Subsequent Merger Effective Time), an aggregate number of NewCo Class A Shares and NewCo Class B Shares comprising 57% of the aggregate Fully Diluted NewCo Shares. Each issued and outstanding NewCo Class A Share and NewCo Class B Share shall be unaffected by the Subsequent Merger and shall remain outstanding.

At the Merger Effective Time, each share of treasury stock of BlueTriton will automatically be cancelled and will cease to exist with no consideration delivered in exchange therefor.The Transaction has been structured such that the BlueTriton Notes may remain outstanding. For more information, see “The Arrangement Agreement — Treatment of BlueTriton Securities”.

The terms and conditions of the Transaction described below are contained in the Arrangement Agreement, which is attached to this Circular as “Schedule A — Arrangement Agreement” and is incorporated by reference herein in its entirety. You are encouraged to read the Arrangement Agreement carefully, as it is the legal document that governs the Transaction.

Pursuant to the Arrangement Agreement, if the Arrangement Resolution is passed and all other conditions to closing of the Transaction are satisfied, then: (i) Amalgamation Sub will acquire all of the issued and outstanding shares of the Company in the Plan of Arrangement in exchange for shares of NewCo, followed immediately by an amalgamation of the Company and Amalgamation Sub, with the Company surviving as a wholly-owned subsidiary of NewCo; (ii) immediately following the Arrangement, Merger Sub will be merged with and into BlueTriton, with BlueTriton surviving 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, with NewCo being the surviving corporation; and (iv) as a result of the Transactions, the Company and Triton Water Intermediate, Inc., a wholly-owned subsidiary of BlueTriton, will be wholly-owned subsidiaries of NewCo. NewCo intends to list its shares on the NYSE under the trading symbol “[•]”, subject to NYSE approval.

For more information, see “The Arrangement Agreement”.

The Arrangement Agreement may be terminated at any time prior to the Closing in the following ways:

In the event of a termination as described above, the Arrangement Agreement will become void and of no effect except for certain sections of the Arrangement Agreement as described more particularly in the Arrangement Agreement. Such termination will not relieve any Party to the Arrangement Agreement of any liability for damages resulting from a willful and material breach of the Arrangement Agreement or fraud. As described more fully in the section entitled “The Arrangement Agreement — Termination Fees” of this Circular, Primo Water will be required to pay BlueTriton the Termination Fee if the Arrangement Agreement is terminated under certain conditions.

If the Primo Shareowner Approval is obtained, the Final Order is obtained approving the Arrangement and all other conditions to the Arrangement Agreement are satisfied or waived, the Arrangement will become effective as of the Arrangement Effective Time. It is currently expected that the Effective Date will occur as soon as practicable following receipt of the Required Regulatory Approvals. For more information, see “Description of the Transaction — Timing for Completion of the Transaction”.

At Closing, NewCo and the Initial BlueTriton Shareholder, and, as applicable, each Subsequent BlueTriton Shareholder, will enter into the Stockholders Agreement setting forth certain governance and other rights of the Sponsor Stockholders. Certain governance and other rights set forth in the Stockholders Agreement are specific to the ORCP Stockholders.

The Stockholders Agreement will provide director nomination rights to the Sponsor Stockholders beneficially owning at least 5% of the NewCo Class A Shares, with the number of nominees depending on the level of beneficial ownership of the Sponsor Stockholders. Each nominee must be reasonably acceptable to a majority of the NewCo Board who are unaffiliated with the Sponsor Stockholders. So long as the ORCP Stockholders own at least 30% of the outstanding NewCo Shares, the ORCP Stockholders shall have consent rights over certain actions by NewCo under the Stockholders Agreement, including but not limited to (and, in each case, subject to certain exceptions and materiality thresholds) issuance of new equity securities, entry into or modifications of joint ventures or similar business agreements, acquisitions or divestitures, declaration of certain dividends, the redemption or repurchase of equity securities, the incurrence of indebtedness or the designation of directors other than in accordance with the Stockholders Agreement. In addition, approval of a 66^2/3% supermajority of the NewCo Board would be required for certain actions, including issuances of NewCo equity securities to Sponsor Stockholders (except pursuant to their preemptive rights), effecting a change of control, increasing or decreasing the NewCo Board size or board of directors of any Subsidiary or committee thereof other than as specified in the Stockholders Agreement or initiating a voluntary liquidation or dissolution.

NewCo will grant the ORCP Stockholders and any other Sponsor Stockholder that beneficially owns 5% of the outstanding NewCo Class A Shares certain demand and piggyback registration rights. NewCo will grant the ORCP Stockholders preemptive rights on future equity issuances so long as the ORCP Stockholders beneficially own at least 15% of the NewCo Class A Shares. Sponsor Stockholders owning at least 5% of the NewCo Class A Shares will have information rights for certain financial and budget information upon reasonable request.

For more information, see “The Arrangement Agreement — Stockholders Agreement” and, for the form of Stockholders Agreement see “Schedule L — NewCo Organizational Documents and Stockholders Agreement”.

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 CEO), 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. 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 connection with the execution of the Arrangement Agreement, each of Primo Water’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 shares of the Company and do not apply in any manner to them in their capacity as director, officer, or employee of the Company.

Each Primo Shareowner 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 and any other matter necessary for the consummation of the transactions contemplated by the Arrangement Agreement and against certain matters inconsistent with the Agreement, unless there has been a change in recommendation of 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.

Prior to the Closing, NewCo is expected to appoint Broadridge Financial Solutions, Inc., or another depositary mutually agreed to by Primo Water and BlueTriton, as the depositary for purposes of exchanging certain consideration to be paid under the Arrangement Agreement. For more information, see “Description of the Transaction — Depositary”.

A Letter of Transmittal will be mailed, together with this Circular and a form of proxy, to each Person who was a Registered Shareowner on the Record Date. Each Registered Shareowner must forward a properly completed and signed Letter of Transmittal, with accompanying certificate(s) and/or DRS Advice(s) representing Primo Shares, if any, and all other required documents, in order to receive the NewCo Shares to which such Primo Shareowner is entitled under the Arrangement. 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.

Any Letter of Transmittal, once deposited with the Depositary, will be irrevocable and may not be withdrawn by a Primo Shareowner, except that 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. See “Description of the Transaction — Letter of Transmittal”.

Pursuant to the Interim Order, Registered Shareowners have the right to 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.

A Registered Shareowner wishing to exercise Dissent Rights with respect to the Arrangement Resolution must send a Notice of Dissent to Primo Water, Attention: Ms. Marni Poe, Chief Legal Officer, 1150 Assembly Dr., Suite 800, Tampa, Florida, 33607, United States, 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, which must be received by the Company 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 described in this Circular, the Interim Order, the Plan of Arrangement and Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement. A Notice of Dissent sent with respect to the Arrangement shall be deemed to be and shall be automatically revoked if such Primo Shareowner has voted (some or all of their Primo Shares) in favour of the Arrangement Resolution, whether virtually or by proxy.

A Primo Shareowner’s failure to follow exactly the procedures set forth in the Plan of Arrangement and the Interim Order may result in the loss of such Primo Shareowner’s Dissent Rights. If you are a Primo Shareowner and wish to dissent, you should obtain your own legal advice and carefully read the text of Section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order, all of which are set forth in “Schedule O — Dissent Provisions of the OBCA”, “Schedule B — Plan of Arrangement” and “Schedule E — Interim Order”, respectively, to this Circular.

No fractional NewCo Shares shall be delivered to the Primo Shareowners pursuant to the Arrangement or to the NewCo Shareowners pursuant to the Merger. The aggregate number of NewCo Shares a Primo Shareowner or a NewCo Shareowner is entitled to receive will be rounded down to the nearest whole number of NewCo Shares. For more information, see “The Arrangement Agreement — Treatment of Primo Water Securities; Plan of Arrangement”.

In evaluating the Arrangement Agreement and the Transaction, you should carefully read this Circular and the documents incorporated herein by reference. In particular, you should consider the factors discussed in the section titled “Risk Factors”.

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”.

The Transaction will be accounted for as a business combination in accordance with GAAP, with BlueTriton as the accounting “acquirer”. Through a series of transactions, NewCo will issue NewCo Shares and other securities to Primo Shareowners such that, upon completion of the Transaction, it is expected that 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. The preliminary assessment of the accounting acquirer is subject to evaluation and may be impacted by matters such as the final composition of the NewCo Board, the relative fair values of Primo Water and BlueTriton at Closing and other considerations set out in ASC 805. A change in the determination of the accounting acquirer would significantly impact the pro forma financial information included in this Circular as well as the actual accounting for the Transaction at Closing. For more information, see “Description of the Transaction — Accounting Treatment of the Transaction”.

The following table sets forth certain select financial information for Primo Water as of and for the periods indicated. The selected consolidated statements of operations data for fiscal years 2023 and 2022 and the selected consolidated balance sheet data as of December 30, 2023 and December 31, 2022 are derived from the audited consolidated financial statements of Primo Water included in Primo Water’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, which is incorporated by reference into this document. The selected consolidated statements of operations data for the six months ended June 29, 2024, and the selected consolidated balance sheet data as of June 29, 2024 are derived from, and qualified by reference to, the unaudited consolidated financial statements included in Primo Water’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2024, which is incorporated by reference into this document. The selected consolidated statements of operations data for fiscal years 2023 and 2022 and the selected consolidated balance sheet data as of December 30, 2023 and December 31, 2022 are derived from Primo Water’s audited consolidated financial statements, adjusted for discontinued operations, which are incorporated by reference into this document. The selected consolidated balance sheet data as of June 29, 2024 is derived from Primo Water’s unaudited interim historical consolidated financial statements which are incorporated by reference into this document. You should read this summary selected financial data together with Primo Water’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Primo Water’s historical consolidated financial statements and the notes thereto included in Primo Water’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023 and in Primo Water’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2024, which are incorporated by reference into this document. The historical results are not necessarily indicative of results to be expected in the future.

The following tables sets forth BlueTriton’s historical consolidated financial information for the periods and as of the dates indicated. You should read the following summary historical financial data of BlueTriton together with BlueTriton’s consolidated financial statements and the related notes appearing elsewhere in this Circular as “Schedule L” as well as “Schedule N — Management’s Discussion and Analysis of Financial Condition and Results of Operations of BlueTriton” included elsewhere in this Circular.

In 2021, BlueTriton was acquired (the “Nestlé Acquisition”) by affiliates of ORCP. To facilitate its financial statement presentation, BlueTriton separates its financial results into two distinct periods: “Predecessor” refers to the period from January 1, 2021 up to and including March 31, 2021 (the “2021 Predecessor Period”), the closing date of the Nestlé Acquisition, which represents the results of the pre-Nestlé Acquisition company, and “Successor” refers to the periods after such date and the period from February 3, 2021 to December 31, 2021 (the “2021 Successor Period”), which represent the results of the post-Nestlé Acquisition reorganized company. The delineation between Predecessor and Successor periods is shown through the use of a vertical black line on BlueTriton’s consolidated financial statements and certain tables within the accompanying notes to such consolidated financial statements included elsewhere in this Circular to highlight the lack of comparability between periods. See “Schedule N — Management’s Discussion and Analysis of Financial Condition and Results of Operations of BlueTriton — Factors Affecting Comparability of Financial Information — The Acquisition” for additional information.

The historical consolidated statements of operations and cash flows data presented below for the years ended December 31, 2023 and 2022 and for the 2021 Successor Period and 2021 Predecessor Period, and the balance sheet data as of December 31, 2023 and 2022, have been derived from, and should be read together with, the audited consolidated financial statements of BlueTriton and the accompanying notes included elsewhere in this Circular as “Schedule L” as well as “Schedule N — Management’s Discussion and Analysis of Financial Condition and Results of Operations of BlueTriton”.

The historical condensed consolidated statements of operations and cash flows data presented below for the three and six months ended June 30, 2024 and 2023 have been derived from, and should be read together with, the unaudited consolidated historical financial statements of BlueTriton and the accompanying notes included elsewhere in this Circular as “Schedule L” as well as “Schedule N — Management’s Discussion and Analysis of Financial Condition and Results of Operations of BlueTriton”, and such summary information is not necessarily indicative of results to be expected for the full year. The unaudited consolidated historical financial statements of BlueTriton have been prepared on the same basis as the audited financial statements of BlueTriton and, in the opinion of BlueTriton’s management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly BlueTriton’s statements of operations and cash flows for the six months ended June 30, 2024 and 2023.

The following tables also include certain non-GAAP financial measures of BlueTriton, including Adjusted EBITDA and Free Cash Flow. These non-GAAP financial measures are supplemental measures of operating performance monitored by BlueTriton’s management and should not be considered as alternatives to GAAP measures. Please see additional information following the tables below regarding the use and reconciliation of these non-GAAP measures to their most closely comparable GAAP measures as well as “Schedule N — Management’s Discussion and Analysis of Financial Condition and Results of Operations of BlueTriton — Non-GAAP Financial Measures” for more information.

The following select unaudited pro forma condensed combined financial data was prepared using the acquisition method of accounting for business combinations under GAAP, with BlueTriton being the accounting acquirer. The following information should be read in conjunction with the respective audited consolidated financial statements of Primo Water and BlueTriton for the year ended December 30, 2023 and December 31, 2023, respectively, including the respective notes thereto, the historical unaudited financial statements of Primo Water for the six months ended June 29, 2024 and the historical unaudited financial statements of BlueTriton for the six months ended June 30, 2024, each of which are included elsewhere in, or incorporated by reference into, this Circular.

The select unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2024 and the unaudited pro forma condensed combined statement of comprehensive income for the year ended December 31, 2023 have been prepared to give effect to the Transaction as if it had occurred on January 1, 2023. The select unaudited pro forma condensed combined balance sheet as of June 30, 2024 has been prepared to give effect to the Transaction as if it had occurred on June 30, 2024.

The select pro forma condensed combined financial data, which is preliminary in nature, has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of 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 select 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.