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Management Information & Proxy Circular

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Management Information & Proxy Circular Notice of Annual Meeting and Special Meeting of Unitholders and Management Information Circular March 27, 2018 BOYD GROUP INCOME FUND NOTICE OF ANNUAL MEETING AND SPECIAL MEETING OF UNITHOLDERS TO BE HELD MAY 15, 2018 NOTICE IS HEREBY GIVEN that the Annual Meeting and Special Meeting of the Unitholders of Boyd Group Income Fund (the “Fund”) will be held at the Hilton Winnipeg Airport Suites Hotel, 1800 Wellington Avenue, Winnipeg, Manitoba on Tuesday, May 15, 2018 at 1:00 p.m. (local time) for the following purposes: 1. to receive the consolidated financial statements of the Fund for the year ended December 31, 2017 and the Auditor’s Report thereon; 2. to appoint Trustees for the ensuing year; 3. to elect nominees of the Fund to serve as Directors of The Boyd Group Inc. and Boyd Group Holdings Inc.; 4. to appoint auditors for the ensuing year and authorize the Board of Trustees to fix their remuneration; 5. to pass a special resolution, confirming an amendment to the Trust Declaration, adding Section 12.12, Advance Notice of Nominations; and 6. to transact such other business as may properly come before the Meeting, or any adjournment thereof. Unitholders who are unable to attend the meeting in person are requested to complete, date and sign the enclosed form of Proxy and return it, in the envelope provided, to the Secretary-Treasurer of the Fund, c/o Computershare Trust Company of Canada, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department or via Phone: 1-866-732-8683, or by Internet voting at www.investorvote.com, at least 24 hours prior to the Meeting or any adjournment thereof, failing which the Proxy will be invalid. DATED at Winnipeg, Manitoba this 27th day of March, 2018. By Order of the Board of Trustees. BOYD GROUP INCOME FUND (signed) Per: Narendra “Pat” Pathipati Secretary-Treasurer Management Information Circular March 27, 2018 BOYD GROUP INCOME FUND MANAGEMENT INFORMATION CIRCULAR TABLE OF CONTENTS Page PROXIES ........................................................................................................................ 2 Solicitation of Proxies...................................................................................................... 2 Appointment and Revocation of Proxies ......................................................................... 2 Voting of Proxies ............................................................................................................. 4 Record Date and Entitlement to Vote.............................................................................. 4 Quorum ........................................................................................................................... 5 Principal Holders of Units ................................................................................................ 5 BUSINESS OF THE ANNUAL MEETING AND SPECIAL MEETING ............................. 6 APPOINTMENT OF TRUSTEES .................................................................................... 6 Election of Trustees by Unitholders................................................................................. 6 Cease Trade Orders, Bankruptcies, Penalties or Sanctions ......................................... 12 ELECTION OF NOMINEES TO BOARDS OF BGI AND BGHI..................................... 13 APPOINTMENT OF AUDITORS................................................................................... 14 TRUST DECLARATION AMENDMENT........................................................................ 14 NEW BUSINESS........................................................................................................... 16 COMPENSATION DISCUSSION & ANALYSIS ............................................................ 17 Compensation Governance........................................................................................... 17 Compensation Committee............................................................................................. 17 Compensation Committee Responsibilities ................................................................... 17 Compensation Practices ............................................................................................... 18 Independent Compensation Consultant ........................................................................ 19 Compensation Benchmarks .......................................................................................... 20 Compensation Risk ....................................................................................................... 21 Executive Compensation............................................................................................... 22 Named Executive Officers............................................................................................. 22 Executive Summary ...................................................................................................... 23 Compensation Philosophy and Objectives .................................................................... 23 Principal Elements of Executive Compensation ............................................................ 24 Determining Executive Compensation .......................................................................... 26 Compensation Targets.................................................................................................. 26 Base Salary................................................................................................................... 27 Short Term Incentive Plan............................................................................................. 27 Long Term Incentives.................................................................................................... 30 Option Based Awards.................................................................................................... 36 Annual Burn Rate.......................................................................................................... 36 Executive Compensation Clawback Policy.................................................................... 36 Anti-Hedging Policy....................................................................................................... 37 Use of Discretion........................................................................................................... 37 Program Changes for 2018 ........................................................................................... 37 Performance Graph....................................................................................................... 38 Summary Compensation Table..................................................................................... 39 Incentive Plan Awards – outstanding option-based awards and unit-based awards ..... 40 Incentive Plan Awards – value vested or earned during the year.................................. 41 Defined Contribution Plan ............................................................................................. 41 Deferred Compensation Plans ...................................................................................... 41 Employment Agreements.............................................................................................. 42 Termination and Change in Control Benefits................................................................. 42 Unit Ownership Policy for Executives............................................................................ 43 Remuneration by Subsidiaries ...................................................................................... 44 Trustee and Director Compensation Table.................................................................... 44 Trustees’ Unit Ownership Requirements....................................................................... 45 Director Deferred Share Unit Plan................................................................................. 46 INFORMATION RESPECTING BOYD GROUP INCOME FUND.................................. 47 General .........................................................................................................................47 Corporate Structure....................................................................................................... 48 OTHER INFORMATION................................................................................................ 50 Stock Exchange Listing................................................................................................. 50 Exchange of BGHI Class A Shares............................................................................... 50 Directors and Officers Liability Insurance...................................................................... 50 Indebtedness of Trustees and Executive Officers ......................................................... 51 Interest of Management and Others in Material Transactions....................................... 52 STATEMENT OF GOVERNANCE PRACTICES........................................................... 53 BOARD APPROVAL ..................................................................................................... 61 CERTIFICATE............................................................................................................... 61 APPENDIX I - Board of Trustees Charter...................................................................... 62 APPENDIX II – Section 12.12 ......................................................................................
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