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Notice of Annual and Special Meeting of Shareholders

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Notice of Annual and Special Meeting of Shareholders NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 16, 2018 April 12, 2018 TABLE OF CONTENTS NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS ............................................................. 1 MANAGEMENT INFORMATION CIRCULAR ........................................................................................................ 1 PROXY SOLICITATION AND VOTING ................................................................................................................... 1 Solicitation of Proxies ............................................................................................................................................... 1 Notice and Access ..................................................................................................................................................... 1 Appointment of Proxies ............................................................................................................................................ 1 Revocation of Proxies ............................................................................................................................................... 2 Voting of Proxies ...................................................................................................................................................... 2 INFORMATION FOR BENEFICIAL HOLDERS OF SECURITIES ......................................................................... 2 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ........................................................................... 3 MATTERS TO BE CONSIDERED AT THE MEETING ............................................................................................ 4 Financial Statements ................................................................................................................................................. 4 Election of Directors ................................................................................................................................................. 4 Appointment of Auditors ........................................................................................................................................ 13 Approval of Amendment to the Corporation’s Deferred Share Incentive Plan ...................................................... 14 COMPENSATION ...................................................................................................................................................... 14 Overview................................................................................................................................................................. 14 Compensation Discussion and Analysis ................................................................................................................. 14 Summary Compensation Table – Named Executive Officers................................................................................. 18 Performance Graph ................................................................................................................................................. 20 Deferred Share Incentive Plan ................................................................................................................................ 20 Employment Agreements........................................................................................................................................ 23 Termination and Change of Control Benefits ......................................................................................................... 24 Incentive Plan Awards – Named Executive Officers .............................................................................................. 25 Director Compensation ........................................................................................................................................... 26 Summary Compensation Table – Directors ............................................................................................................ 27 Incentive Plan Awards - Directors .......................................................................................................................... 27 Minimum Share Ownership Guidelines .................................................................................................................. 28 DIRECTORS’ AND OFFICERS’ INSURANCE AND INDEMNIFICATION ......................................................... 28 INDEBTEDNESS OF DIRECTORS AND OFFICERS ............................................................................................. 29 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS .......................................................... 29 CORPORATE GOVERNANCE DISCLOSURE ........................................................................................................ 29 Composition of the Board of Directors ................................................................................................................... 29 Board Charter .......................................................................................................................................................... 30 Committee Charters ................................................................................................................................................ 31 Position Descriptions .............................................................................................................................................. 32 Orientation and Continuing Education ................................................................................................................... 33 Ethical Business Conduct ....................................................................................................................................... 33 Director Independence ............................................................................................................................................ 35 Meetings Independent from Management .............................................................................................................. 35 Nomination of Directors ......................................................................................................................................... 35 Compensation ......................................................................................................................................................... 35 Assessments ............................................................................................................................................................ 36 Diversity of the Board and Management ................................................................................................................ 36 Board Renewal ........................................................................................................................................................ 36 Communication with the Board .............................................................................................................................. 37 OTHER BUSINESS .................................................................................................................................................... 37 ADDITIONAL INFORMATION................................................................................................................................ 37 APPROVAL OF DIRECTORS ................................................................................................................................... 38 NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that an annual and special meeting (the “Meeting”) of the holders (“Shareholders”) of common shares of Invesque Inc. (the “Corporation”) will be held at Bay Adelaide Centre, 333 Bay Street, Suite 3400, Toronto, Ontario on May 16, 2018 at 11:00 a.m. (Toronto time), for the following purposes: 1. TO RECEIVE the financial statements of the Corporation, and the auditors’ report thereon, for the year ended December 31, 2017; 2. TO ELECT members of the board of directors of the Corporation; 3. TO APPOINT auditors and to authorize the directors of the Corporation to fix their remuneration; 4. TO CONSIDER, and, if deemed advisable, to pass an ordinary resolution in the form set forth on Appendix “A” to the accompanying management information circular approving the amendment to the Corporation’s deferred share incentive plan to increase the maximum number of commons shares of the Corporation reserved for issuance under the deferred share incentive plan from 1,200,000 to 4,000,000, as more particularly described in the accompanying management information circular; and 5. TO TRANSACT such other business as may properly come before the meeting or any adjournment thereof. Shareholders of record at the close of business on April 6th, 2018 will be entitled to vote at the Meeting. Shareholders who are unable to be present in person at the Meeting are requested to sign, date and return the enclosed voting instruction form in accordance with the instructions provided. The accompanying management information circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this notice. DATED at Toronto, Ontario this 12 day of April, 2018. BY ORDER OF THE BOARD OF DIRECTORS “Richard
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