The common shares of Birks & Mayors Inc. (the "Company") are listed on The American Stock Exchange ("AMEX"), and the Company is a foreign private issuer as defined in Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended (the "Act"). Pursuant to Section 110 of the AMEX company guide, the following is a description of the significant ways in which the Company's governance practices differ from those followed by U.S. domestic companies pursuant to AMEX standards:

Proxy Delivery Requirement: AMEX requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies be solicited pursuant to a proxy statement that conforms to the proxy rules of the U.S. Securities and Exchange Commission. As a foreign private issuer, the Company is exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.

BOARD OF DIRECTORS

Thomas A. Andruskevich
President & Chief Executive Officer
Birks & Mayors Inc.

Emily Berlin
Director & Executive Vice President
Helm Holdings, Inc.

Alain Benedetti

Shirley Dawe

Elizabeth M. Eveillard
Independent Consultant

Ann Spector Lieff
Founder
The Lieff Company

Peter O'Brien

Margherita Oberti

Filippo Recami
Managing Director & Chief Executive Officer
Regaluxe Investment S.a.r.l.

Dr. Lorenzo Rossi di Montelera
Chairman of the Board

Louis L. Roquet