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2021 Management Information Circular

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2021 Management Information Circular Notice of Annual and Special Meeting April 21, 2021 to be held May 14, 2021 and IBI Group Inc. Management Information Circular ibigroup.com NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that the annual and special meeting of the shareholders ("Shareholders") of IBI Group Inc. (the "Corporation") will be held as a virtual meeting via live audio webcast in accordance with the instructions provided below (the "Meeting") on Friday, May 14, 2021 at 10:00 a.m. (Toronto time) for the following purposes: 1. to receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2020, together with the auditors' report thereon; 2. to elect directors of the Corporation; 3. to appoint KPMG LLP as auditors of the Corporation and to authorize the Board of Directors to fix their remuneration; 4. to consider and, if deemed advisable, pass an ordinary resolution confirming in a non-binding, advisory capacity the Corporation's approach to executive compensation policies (Say on Pay); and 5. to transact such further and other business as may properly come before the Meeting or any adjournment thereof. In order to deal with the impact of the COVID-19 pandemic on public health and mitigate risks to the health and safety of our employees, communities and Shareholders, the Meeting will be a virtual meeting of shareholders via live audio webcast, which will be conducted online using the virtual LUMI platform and accessed through IBI’s digital engagement venue within the Smart City Sandbox. Holding a virtual meeting enables all Shareholders, regardless of geographic location and share ownership, to have an equal opportunity to participate at the Meeting. Shareholders will not be able to attend the Meeting in person. Instead, registered Shareholders and duly appointed proxyholders will be able to virtually attend, participate and vote at the Meeting online in accordance with the following instructions: (a) Access the Smart City Sandbox at the following link: https://smartcitysandbox.com/IBI-2021- AGM-Showcase (b) Click on the link directing participants to attend the Meeting via the LUMI platform. (c) Click on "I have a control number". (d) Enter your 13-digit control number indicated on your form of proxy or voting instruction form. If you do not have a valid control number, while you will be able to attend the Meeting as a guest by clicking "I am a guest", you will not be able to submit questions or vote. (e) Enter the password: "ibi2021" (case sensitive) before the start of the Meeting. (f) Vote when prompted during the Meeting. Just as they would be at an in-person meeting, registered Shareholders and duly appointed proxyholders will be able to attend the Meeting, submit questions online and vote virtually, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the management information circular (the "Circular") accompanying this notice. For additional details, see "HOW TO ATTEND AND VOTE AT THE MEETING" in the accompanying Circular. Registered Shareholders who are unable to attend the Meeting are requested to complete, sign and date the accompanying form of proxy or voting instruction form in accordance with the instructions provided therein and in the Circular and return it in accordance with the instructions and timelines set forth in the Circular. To be valid, proxies must be sent to AST by mail to: Proxy Department, P.O. Box 721, Agincourt ON M1S 0A1, or by facsimile to 1-866-781-3111 (toll free) or 416-368-2502 (within the 416 area code), by email to [email protected], so as not to arrive later than 5:00 p.m. (Toronto time) on May 12, 2021, or may be deposited with the chairperson of the Meeting prior to the commencement of the Meeting. Non-registered shareholders (being shareholders who hold their shares, among others, through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting in person but may participate in the Meeting by following the instructions provided above and in the accompanying Circular. A shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves to attend) must carefully follow the instructions in the Circular and on their form of proxy or voting instruction form. Copies of the Circular and form of proxy accompany this notice. The specific details of the matters proposed to be put before Shareholders at the Meeting are set forth in the Circular. Shareholders are directed to read the Circular carefully in evaluating the matters for consideration at the Meeting. The Board of Directors has determined the record date to be April 7, 2021 (the "Record Date"). Only Shareholders as of the Record Date are entitled to vote their Shares at the Meeting, or at any adjournment thereof. DATED this 21st day of April 2021. By order of the Board of Directors, (Signed) "Michael Nobrega" Chair of the Board of Directors TABLE OF CONTENTS GLOSSARY OF TERMS .................................................1 Incentive Plan Awards – Value vested or earned during the year .........................................35 MANAGEMENT INFORMATION CIRCULAR ................4 Equity Compensation Plan Information ................35 THE CORPORATION ....................................................4 Annual Burn Rate ..................................................36 Administration Agreement .....................................4 Pension Plan Benefits ...........................................36 Termination and Change of Control PROXY SOLICITATION AND VOTING ...........................5 Benefits .................................................................36 Solicitation of Proxies .............................................5 Appointment and Revocation of Proxies ................5 DIRECTOR COMPENSATION .....................................38 Voting of Proxies .....................................................6 Philosophy and Objectives ....................................38 Compensation Decisions .......................................38 INFORMATION FOR BENEFICIAL Fees and Retainers ................................................38 SHAREHOLDERS .........................................................6 Board of Directors and Committee HOW TO ATTEND AND VOTE AT THE Attendance ...........................................................39 MEETING ....................................................................7 Independent Director Equity Ownership ..............39 How to Obtain Your Control Number .....................8 Incentive Plan Awards (DSUs) ...............................40 Incentive Plan Awards: Value Vested or VOTING INFORMATION .............................................9 Earned During the Year .........................................41 Voting at the Meeting by Non-Registered Director Compensation Table ...............................41 Shareholders ...........................................................9 Equity-based awards, option-based Revoking a Voting Instruction Form or awards and non-equity incentive plan Proxy .....................................................................10 compensation .......................................................42 QUORUM .................................................................10 ENVIRONMENTAL, SOCIAL AND SHARES AND PRINCIPAL HOLDERS THEREOF ...........10 GOVERNANCE ..........................................................42 Environmental ......................................................42 MATTERS TO BE CONSIDERED AT THE Social .....................................................................45 MEETING ..................................................................12 Governance ...........................................................46 Financial Statements.............................................12 Election of Directors .............................................12 EQUITY-BASED AND OPTION-BASED Retiring Director ...................................................17 AWARDS ..................................................................48 Appointment of Auditors ......................................17 Stock Option Plan .................................................48 Non-Binding Advisory Vote on Executive Performance Share Unit Plan................................51 Compensation .......................................................18 Deferred Share Unit Plan ......................................52 Other Business ......................................................19 GOVERNANCE ..........................................................54 STATEMENT OF EXECUTIVE General .................................................................54 COMPENSATION ......................................................20 Board of Directors .................................................54 Introduction ..........................................................20 Charter of Board of Directors ...............................55 Philosophy ............................................................20 Position Descriptions ............................................55 General Description of the Executive Orientation and Continuing Education .................56 Compensation Elements .......................................21 Ethical Business Conduct ......................................56
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