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Board Of Directors Implements Changes To Governance Structure


TORONTO, July 28, 2011 /PRNewswire/ - Maple Leaf Foods Inc. ("Maple Leaf" or the "Company") announced today changes approved by the Board of Directors to further enhance the Company's governance structure. These include a new governance agreement (the "governance agreement") with Michael H. McCain, the Company's President and CEO, and McCain Capital Corporation ("MCC"), the Company's largest shareholder, and the adoption of a shareholder rights plan (the "rights plan").

"These initiatives establish an enhanced governance framework for Maple Leaf Foods," said James Hankinson, Chair of the Special Committee. "We go forward with a Board and management team that are intent on building shareholder value."

The Special Committee was constituted to consider, report on and make recommendations to the Board of Directors on action to be taken by the Company, if any, in connection with a proposed reorganization transaction of MCC and the adoption of a shareholder rights plan.  The Special Committee is comprised of all of the directors of the Company independent of Mr. McCain and MCC.

Governance Agreement

The governance agreement with MCC, which currently holds approximately 31.3% of the Company's common shares outstanding, and Mr. McCain was precipitated by a proposed reorganization transaction involving MCC that the Company understands will result in Mr. McCain, the Company's President and CEO, acquiring all of the shares in Maple Leaf Foods currently held by MCC.  Upon completion of that transaction, the Company understands that  Mr. McCain will beneficially own or control 44,673,922 common shares of the Company, or approximately 31.9% of the total shares outstanding.

Under the governance agreement, MCC, and upon completion of the re-organization, Mr. McCain will have the right to nominate that number of directors of the Company that is proportionate to its or his ownership interest in the Company.  Accordingly, based on the current Board size of 13, MCC or Mr. McCain, as applicable, would be entitled to nominate four directors.  All other directors on the Board, other than one director who is affiliated with West Face Capital Inc. ("West Face Capital"), will, except in certain circumstances, be directors independent of management, Mr. McCain, MCC and West Face Capital.

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